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HomeMy WebLinkAboutFOCUS MEDIA GROUP, INC.IN VANCI ONkILr A-2023-048 WORK MAY PROCEED a UN711.INSURANCE EXPIRES ;., H , V . 2DZ3 ca CLERK of COUNr,IL DATE r� AGREEMENT BETWEEN THE CITY OF SANTA ANA AND FOCUS MEDIA GROUP, INC. FOR THE MAINTENANCE OF BUS SHELTERS AND OTHER STREET FURNITURE C�(�S k AThis Agreement is made and entered into this 1st day of April 2023 by and between Focus Media Group, Inc., an Oklahoma corporation, ("Company"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). City and Company may at times be referred to individually as a "Party," and collectively as "Parties". RECITALS A. The City desires to retain a company having special skill and knowledge to provide additional janitorial services to bus shelters, bus benches and kiosks. B.' The City is authorized to enter into agreements for the operation, janitorial service and maintenance of bus shelters, bus benches, and kiosks and otherwise regulate the use and encroachments into the public -right-of-way within the City's boundaries by virtue of its Charter, by its police powers, by its authority over its public rights of way and by other City powers and authority. C. Company represents that Company is able and willing to provide such services to the City and that it has the financial, legal and technical ability to provide the services, facilities and equipment as set forth in this Agreement. D. On January 18, 2022, the Parties entered into Agreement No. A-2022-010 for the installation, maintenance, repair and advertising of bus shelters, bus benches and kiosks. E. The City has determined that additional janitorial services to bus shelters, bus benches and kiosks over and above the existing weekly services are required to maintain the City's bus shelters and adjacent public right-of-way clean and safe. F. The services contemplated under this Agreement are for new and different janitorial services that were not originally contemplated in Agreement No. A-2022-010 and are necessary in the short term. G. The Parties wish to enter into an arrangement for these new janitorial services to ensure that all City bus stops are clean, do not pose a health and safety risk and preserve rider comfort, and convenience 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 During the Term of this Agreement, Company shall perform 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 the Exhibit A, attached hereto and incorporated herein by this reference. The terms "Street Furniture and "Site Area" shall have the same meaning as in Agreement No. A-2022-010. The Parties acknowledge that the Scope of Services for this Agreement shall be limited to Street Furniture located within a bus stop "Site Area" with the exception of kiosks and outdoor advertising displays (both static and digital) that may be located within and/or outside a bus stop Site Area. 2. COMPENSATION City agrees to pay, and Company 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 $250,000. 3. TERM This Agreement shall corrunence on the date first written above for a two (2) year term, unless terminated earlier in accordance with Section 17, below. 4. LICENSE The City hereby grants to Company a license for the right to enter and use the Street Furniture beginning on the Effective Date, for the performance of the Scope of Services, upon the terms and conditions set forth herein in this Agreement, subject to Company's performance of all of its obligations under this Agreement. This Agreement is intended and shall be construed only as a revocable license to use the properties and not as a lease or grant of any possessory or other interest. Company shall not use, and shall prohibit its Agents or Invitees from using, the Property other than performing the Scope of Services identified in Exhibit A. The term "Agents" shall mean Company's officers, directors, members, agents, employees, invitees, subcontractors and any employees of such parties. The term "Invitees" shall mean Company's invitees, guests, customers, tenants, or business visitors. 5. PREVAILING WAGES If required by law, Company shall satisfy the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section t6000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Company shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws if so required. 2 6. INDEPENDENT CONTRACTOR Company shall, during the entire term of this Agreement, be construed to be an independent Company 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 Company performs the services which are the subject matter of this Agreement; however, the services to be provided by Company shall be provided in a manner consistent with all applicable standards and regulations governing such services. Company 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. 7. 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 Company under this Agreement ("Documents & Data"). Company 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. Company represents and warrants that Company has the legal right to license any and all Documents & Data. Company makes no such representation and warranty in regard to Documents & Data which were provided to Company 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. 8. INSURANCE Company shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Company, his agents, representatives, employees or subcontractors. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. 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 $1,000,000 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 generalaggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Company has no owned autos, hired, (Code 8) and non -owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage. 3 3. 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. If the Company 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 Company. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: 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 Company including materials, parts, or equipment furnished in connectionwith such work or operations. General liability coverage can be provided in the form of an endorsement to the Company's insurance (at least as broad as ISO Form CG 20 10 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). Primary Coverage For any claims related to this contract, the Company'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 Company's insurance and shall not contribute with it. Notice of Cancellation Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. Waiver of Subrogation Company hereby grants to City a waiver of any right to subrogation which any insurer of said Company may acquire against the City by virtue of the payment of any loss under such insurance. Company 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. Self -Insured Retentions Self -insured retentions must be declared to and approved by the City. The City may require theCompany 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. 2 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 A:VII, unless otherwise acceptable to the City. Claims Made Policies (note — should be applicable only to professional liability, see below) If any of the required policies provide claims -made coverage: 1. The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work. 2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3. 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 Company must purchase "extended reporting" coverage for a minimum of five (5) years after completion of work. Verification of Coverage Company 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 Company'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. Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 9. INDEMNIFICATION Company 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 Company, 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 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 Company further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages,just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent G Company'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 Company. 10. INTELLECTUAL PROPERTY INDEMNIFICATION Company 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 Company to the City pursuant to this Agreement. 11. RECORDS Company shall keep records and invoices in connection with the work to be performed under this Agreement. Company 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 Company under this Agreement. All such records and invoices shall be clearly identifiable. Company 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. Company 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 Company under this Agreement. 12. CONFIDENTIALITY If Company receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Company agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential .information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Company disclosed in a publicly available source; (c) is in rightful possession of the Company without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Company without reference to information disclosed by the City. 13. CONFLICT OF INTEREST CLAUSE Company 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. 6 14. NON-DISCRIMINATION Company 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. Provider affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 15. EXCLUSIVITY AND AMENDMENT This Agreement may not be modified except by written instrument signed by the City Manager or their designee and by an authorized representative of Company. 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 Company 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. 16. ASSIGNMENT City and Company acknowledge that Company was chosen for this Agreement due in part to its particular experience and expertise in the provision of bus shelters, bus stops and kiosks. Inasmuch as this Agreement is intended to secure the specialized services of Company, Company 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 companies retained by City. 17. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Company shall be entitled to receive and the City shall pay Company compensation for all services performed by Company prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Company 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 Company 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. 18. 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 party 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. 19. 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. 20. PROFESSIONAL LICENSES Company 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. Company 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. 21. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Executive Director, Public Works City Attorney Agency City of Santa Ana City of Santa Ana 20 Civic Center Plaza (M-29) 20 Civic Center Plaza (M-21) P.O. Box 1988 P.O. Box 1988 Santa Ana, California 92702 Santa Ana, California 92702 Fax: 714- 647-6515 Fax: 714- 647-5635 To Company: Michael Culver, President Focus Media Group, Inc. 2271 W Malvern Ave., Suite 407 Fullerton, CA 92833 Fax:(714) 459-7234 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. 22. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. [Signatures on the following page] IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Je er all I_\».ZI]�L1117:7.�1] III. SONIA R. CARVALHO City Attorney ryy� By: � "l Jose Montoya Assistant City Attorney RECOMMENDED FOR APPROVAL Nabil Saba Executive Director Public Works Agency CITY OF SANTA ANA S-�I Kristne idge� City Manager ,KI]u 17110rig Michael Culver President/CEO 10 EXHIBIT A SCOPE OF SERVICES The Scope of Services is to provide janitorial services of Street Furniture located within the boundaries of the City of Santa Ana. Comprehensive Service Program Upon signing the Agreement, Company shall implement a comprehensive service program which shall consist of janitorial services at specified City bus stops. Specified bus stops shall be serviced two (2) days per week. Maintenance Service Costs Bus stops shall be serviced at the rate of $6.60 per visit. Bus stops shall be serviced at a not -to - exceed total annual cost of $125,000 per year or $31,250 for each quarter. The annual and quarterly costs were calculated by multiplying the number of specified bus stops by the $6.60 cost per visit. Company shall bill the City on a monthly basis after services are performed. Invoices shall include the bus stop number, the date the bus stop was serviced, and the services performed. Specified Bus Stops Up to one -hundred and eighty-two (182) bus stops shall be serviced. Company shall recommend, and City, at its sole discretion, shall approve the list of bus stops prior to service implementation, and any subsequent modification. Said stops shall be serviced two (2) days per week, one (1) of which shall be a weekend day. Safety Company shall be solely responsible for employing appropriate safety measures and taking all other actions reasonably necessary to protect the life, health, and safety of the public when it has notice of potential safety hazards that exist at the Site Areas that are subject to this Agreement. Janitorial Services (Cleaning) a. The Company shalt furnish all labor, materials, water, equipment, clean-up, disposal, and services required to perform the services set forth herein. b. Company shall be responsible for perforiming the following cleaning activities with each visit to the Site Area: 1. At each Site Area, the Company shall unlock and open trash container. Empty and replace the trash bag in each trash receptacle and properly dispose of all debris, trash, and other associated undesirable items from the Site Area and dispose of such legally and properly, to the City's satisfaction, and if needed, clean the affected area to eliminate any remaining residue. Close and lock trash containers. 2. Cleaning all interior and exterior visible metal and concrete surfaces at each location, including all plexiglass surfaces, trash cans, trash can covers and entire benches with disinfecting cleaners (approved by the Environmental Protection Agency for its effectiveness against COVID- 19). The Company shall clean the entire Site Area (including but not limited to bus furniture, kiosks, shelter structure, trash receptacles, posts and signs). 3. Clean by sweeping all Site Area (e.g. sidewalk/boarding area, etc.) and remove all litter (including cigarette butts), waste material, debris, etc. 4. Remove stickers, decals, tape and gum from Site Area and from concrete pads and sidewalks. 5. Cleaning solar panels to remove dust and grime build up (no pressure washing), cleaning the LED display and cleaning the aluminum case. mySantaAna App Communication regarding maintenance or cleaning requests of the bus stops shall be handled through the City's computerized work order management system, whether presently known as the "mySantaAna" app (the "City App") or otherwise in the future. Company personnel shall use handheld devices such as smartphones or tablets to receive, respond to, and close maintenance requests through the City App. Company shall respond within twenty-four (24) hours to any maintenance or service requests that are received through the City App or otherwise. Hours of Operation To preserve peace and quiet, hours for cleaning bus stops are between 3:00 a.m. and 9:00 p.m. Monday through Friday and between 5:00 a.m. and 9:00 p.m. on Saturday and Sunday. If complaints are received from residential units, which are at least one hundred (100) feet away from service locations, the Executive Director may direct that services shall be performed between the hours of 7:00 a.m. and 6:00 p.m. Company may not make exceptions to these service days and times without advance written approval from the City. 2 Traffic Control Traffic control shall be provided by Company to ensure that no personnel, equipment, and/or vehicles block lanes without proper warning signs and all required safety measures when performing services under this Agreement. Reporting a. Company shall provide quarterly reports within thirty (30) days from the end of each calendar quarter. Each report shall detail the Janitorial Services Cost associated with this Agreement for the quarter. The Parties shall mutually agree on the format of the quarterly reports. b. Company shall provide quarterly reports ofthejanitorial services (cleaning) operations in a format to be approved by the City. City may request monthly reports as needed. Account Executive Company shall assign an Account Executive to be the City's single point of contact for this Agreement. Meetings At the City's discretion, the Parties shall meet on a quarterly basis or on an as needed basis to review janitorial performance and any other matter related to the services provided by Company Linder this Agreement. 3 lly Tori PiersonDDattea2022,06.114112523efO° 0700 ACORN® CERTIFICATE OF LIABILITY INSURANCE �.�1 DATE(MMIDDNYYY) 5/19/2022 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 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 NAME: Laura L. Baron, CIC PRONE (310)326-6335 ext 2151 FAX Imdl aza-s4ac Ac No: Nickerson Insurance Services, Inc. LIC #0491589 E+.tAIL ADDRESS: Laura@nickersonins.com 2106 West Lomita Blvd. INSURERS AFFORDING COVERAGE NAIL It INSURER A: Continental Casualty Company 20443 Lomita CA 90717 INSURED INSURERB:Tr'ans Ortation Insurance Company,Comparty, 20494 INSURER C: SeC12ritY National Insurance Company 19879 Focus Media Group, Inc., Di INSURER D: Coastline Advertising Corporation INSURER E: 2271 W Malvern Ave. k407 Fullerton CA 92833-2106 INSURER F: COVERAGES CERTIFICATE NUMBER:22-23 GLAUWCUMB 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 ADDL SUBR POLICY NUMBER POLICY EFF MMMMYYYYI POLICY EXP flMMrDDNYYY)LIMITS X COMMERCIALGENERALLIABILITY EACH OCCURRENCE S 1,000,000 A CLAIMS -MADE � OCCUR DAMAG T REN ED PREMISES Ea ocanence $ 300,000 X MED EXP(Any one Person) $ 10,000 Primary/Non-Contributory X y 04034610293 5/19/2022 5/19/2023 PERSONAL SADV INJURY $ 1,000,000 GENIAGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ 2,000,000 X POLICY PRO LOG PRODUCTS-COMP/OPAGG S 2,000,000 $ OTHER I AUTOMOBILE LIABILITY COMRINEDSINGLELIMIT Ea accident $ 1,000,000 BODILY INJURY (Per Person) $ A ANY AUTO ALLOS SCHEDULED AUAUTOS X Y BUP5088115784 5/19/2022 5/19/2023 I BODILY INJURY (Per aociden0 $ HIRED AUTOS NON -OWNED AUTOS PROPERTY DAMAGE Per accident $ unmsund annand oan diidain9le $ 1,000,000 X UMBRELLALIAB X OCCUR EACH OCCURRENCE S 4,000,000 AGGREGATE $ 4,000,000 B EXCESS LIAB CIAIM&MADE DIED RETENTION $ IS X Y CUP4034610245 5/19/2022 5/19/2023 WORKERS COMPENSATION AND EMPLOYERS'LIABILITY YIN X I PER OTH- TAT R El -EACH ACCIDENT $ 1,000,000 C ANY PROPRIETORMARTNEWEXECUTIVE OFFICERIMEMBER EXCLUDED? ❑ (Mandatory in NHi If yes, describe under NIA y SwC1383497 4/21/2022 4/21/2023 E.L DISEASE - EA EMPLOYEE $ 1,000,000 DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT S 1 000,000 A Business Personal Property B4034610293 05/19/2022 05/19/2023 RePlacens"ICoal $5,000 Busine55 Iree. Ael.id Loss Suunned(ALS) ALS DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD tU1, Additional Remarks Schedule, may be atlxbed'R anon spade is regelndl The City of Santa Ana, , its officers, officials, employees, and volunteers are included as additional as respect to insured ongoing operations per attached CNA Additional Insured endorsements SB146932E & SB300022B including primary, non-contributory and waiver of Subrogation; 30 Days Notice of Cancellation subject to 10 days notice of cancellation for nonpayment of premium when required by written executed contract City of Santa Ana its officers,employees, employees, and volunteers 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 CANCELLATION Rid Mangan ant [Xiii SHOULD ANY OF THE ABOVE DESCRIBED POLI , 1 �VI&VED6 ArRzw®Br' THE EXPIRATION DATE THEREOF, NOTICE WILT litl Ire %du �rc'[Jau ACCORDANCE WITH THE POLICY PROVISIONS. aax Maru9mmroRulade AUTHORIZED REPRESENTATIVE r Kelly/LAURA ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD INS025 (201401) POLICY NUMBER B 4034610293 INSURED NAME AND ADDRESS FOCUS MEDIA GROUP, INC. 2271 W MALVERN AVE STE 407. FULLERTON, CA 92833-2106 This Change Endorsement changes the Policy. Please read it carefully. This Change Endorsement is a part of your Policy and takes effect on the effective date of your Policy, unless another effective date is shown. The following Additional Insureds) has (have) been added: Form #:SB300120 Title: Additioal Insured - Owners, Lessees or Contractors Name and Address: City of Santa Ana, its officers, officials, employees, and volunteers Clerk of the City Council 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Chairman of the Board Rid Mear—d U�ivai Ravnsa,Fn6 Ar�mvm Br. Rek Ma,u9rnm,Omcil Aitle G-56015-B (ED. 11/91) SB-300001-C CNA (Ed. 06/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDMENT -AGGREGATE LIMITS OF INSURANCE (PER PROJECT) This endorsement modifies insurance provided under the following: BLISINESSOWNERS LIABILITY COVERAGE FORM A. For all sums which the insured becomes legally Declarations, such limits will be subject to the obligated to pay as damages caused by "occurrences" applicable "Project" General Aggregate limit. under COVERAGE A.1., and for all medical expenses B. For all sums which the insured becomes legally caused by accidents under COVERAGE A.2., which obligated to pay as damages caused by can be attributed only to ongoing operations at a single "occurrences," and for all medical expenses caused by "project": accidents, which cannot be attributed only to ongoing 1. A separate "Project" General Aggregate limit operations at a single "project": applies to each "project." The "Project" General 1. Any payments made under COVERAGE A.1. for Aggregate limit is equal to the amount of the damages or under COVERAGE A.2. for medical General Aggregate limit shown in the expenses shall reduce the amount available under Declarations. the General Aggregate limit or the 2. The "Project" General Aggregate limit is the most Products/Completed Operations Aggregate limit, we will pay for the sum of all damages payable whichever is applicable; and under COVERAGE A.1., except damages 2. Such payments shall not reduce any "Project" because of "bodily injury' or "property damage" General Aggregate limit. included in the "products -completed operations hazard," and for medical expenses payable under C. When coverage for liability arising out of the "products - COVERAGE A.2. regardless of the number of: completed operations hazard" is provided, any a. Insureds; payments for damages because of "bodily injury" or "property "products- damage" included in the b. Claims made or "suits" brought; or completed operations hazard" will reduce the Products/Completed Operations Aggregate limit, and c. Persons or organizations making claims or not reduce the General Aggregate limit nor any bringing "suits.' "Project" General Aggregate limit. 3. Any payments made under COVERAGE A.1. for D. If a "project" has been abandoned, delayed, or damages or under COVERAGE A.2. for medical abandoned and then restarted, or if the authorized expenses shall reduce the "Project" General contracting parties deviate from plans, blueprints, Aggregate limit for the applicable "project" Such designs, specifications or timetables, the "project" will payments shall not reduce the General Aggregate still be deemed to be the same "project." limit shown in the Declarations nor shall they reduce any "Project" General Aggregate limit E. The provisions of the Limits Of Insurance section not applicable to other "projects." otherwise modified by this endorsement shall continue to apply as stipulated. 4. The limits shown in the Declarations for Liability and Medical Expenses, Damage to Premises F. The following definition is added to Section F. Liability Rented to You, and Medical Expenses continue to and Medical Expenses Definitions: apply. However, instead of being subject to the "project" means "your work" at location(s) away from General Aggregate limit shown in the premises owned or rented to you. SB-300001-C Includes copyrighted material of Insurance Services Office, Inc., with its permission. (Ed. 06/11) Copyright, Insurance Services Office, Inc., 2002 wi�.q�,no�.mk ,�RenE�WfID6 Mvxwmax: /OTC �TCt OH t� RuklMnapenmCOmc,l Aitle CNA SB300022C (Ed. 6-16) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF SUBROGATION Name Of Person Or Organization: City of Santa Ana, its officers, officials, employees, and volunteers 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 I ` Information required to complete this Schedule, if not shown on this endorsement, will be shown in the Declarations. This endorsement modifies insurance provided under the following: BUSINESSOWNERS COMMON POLICY CONDITIONS We waive any right of recovery we may have against: 1. Any person or organization shown above or in the Declarations; or 2. Any person or organization with which you have a written contract that requires such a waiver, provided the contract was executed prior to the loss. All other terms and conditions of the Policy remain unchanged. SB300022C (Ed. 6-16) Page 1 of 1 waM..%s [Dm nRcneym i Avaxwm By Tau �icx.�ax Fok AM Copyright, CNA All Rights Reserved. SB-300120-C CNA (Ed. 06/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION -WITH PRODUCTS COMPLETED OPERATIONS COVERAGE This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM SCHEDULE* Name Of Person Or Organization: City of Santa Ana, , its officers, officials, employees, and volunteers 20 Civic Center Plaza (M-30) P.O. Box 1988 to A. The following is added to Paragraph C. Who Is An Insured: 4. Any person(s) or organization(s) shown in the Schedule is also an additional insured, but only with respect to liability for "bodily injury," "property damage' or "personal and advertising injury," caused, in whole or in part, by: a. Your acts or omissions; or b. 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; or c. "Your work" that is included in the 'products - completed operations hazard" and performed for the additional insured, but only if this Policy provides such coverage, and only if the written contract or written agreement requires you to provide the additional insured such coverage. B. The insurance provided to the additional insured does not apply to 'bodily injury," 'property damage," or 'personal and advertising injury' arising out of: SB-300120-C (Ed. 06111) 1. The rendering of, or the failure to render any professional architectural, engineering, or surveying services, including: (a) The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and (b) Supervisory, inspection, architectural or engineering activities. 2. 'Bodily Injury," "property damage," or "personal and advertising injury" arising out of any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this Policy. C. The following is added to Paragraph H. of the Businessowners Common Policy Conditions: H. Other Insurance This insurance is excess over any other insurance naming the additional insured as an insured whether primary, excess, contingent or on any other basis unless a written contract or written agreement specifically requires that this insurance be either primary or primary and noncontributing. MN=s� 6w%s<OWL f�icx.ou nxx m.,,Hnen,nn a..,�.,iaae 01 CMA SB-146932-E (Ed.06/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - LIABILITY EXTENSION This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM Coverage afforded under this extension of coverage endorsement does not apply to any person or organization covered as an additional insured on any other endorsement now or hereafter attached to this Policy. 1. ADDITIONAL INSURED —BLANKET VENDORS WHO IS AN INSURED is amended to include as an additional insured any person or organization (referred to below as vendor) with whom you agreed, because of a written contract or agreement to provide insurance, but only with respect to "bodily injury' or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; C Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its SB-146932-E (Ed. 06/11) own acts or omission or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Subparagraphs d. or f.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 3. This provision 2. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4. This provision 2. does not apply if "bodily injury" or ''property damage" included within the "products - completed operations hazard" is excluded either by the provisions of the Policy or by endorsement. 2. MISCELLANEOUS ADDITIONAL INSUREDS WHO IS AN INSURED is amended to include as an insured any person or organization (called additional insured) described in paragraphs 2.a. through 2.h. below whom you are required to add as an additional insured on this policy under a written contract or agreement but the written contract or agreement must be: 1. Currently in effector becoming effective during the term of this policy; and 2. Executed prior to the "bodily injury," "property damage" or "personal and advertising injury," but Only the following persons or organizations are additional insureds under this endorsement and coverage provided to such additional insureds is limited as provided herein: a. Additional Insured RA M..garnf ixW That person or orga flEP6 6APeeovID 114 work is an additiona 19d( 76:, Rukhl,rw9a,m,Oaic,l Aitlr CNA SB-146932-E (Ed. 06/11) due to your negligence specifically resulting from your work for the additional insured which is the subject of the written contract or written agreement. No coverage applies to liability resulting from the sole negligence of the additional insured. The insurance provided to the additional insured is limited as follows: (1) The Limits of Insurance applicable to the additional insured are those specified in the written contract or written agreement or in the Declarations of this policy, whichever is less. These Limits of Insurance are inclusive of, and not in addition to, the Limits of Insurance shown in the Declarations. (2) The coverage provided to the additional insured by this endorsement and paragraph F.9. of the definition of "insured contract" under Liability and Medical Expenses Definitions do not apply to "bodily injury" or "property damage" arising out of the "products -completed operations hazard" unless required by the written contract or written agreement. (3) The insurance provided to the additional insured does not apply to "bodily injury," "property damage," or "personal and advertising injury" arising out of the rendering or failure to render any professional services. b. State or Political Subdivisions A state or political subdivision subject to the following provisions: (1) This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with premises you own, rent, or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or (b) The construction, erection, or removal of elevators; or (2) This insurance applies only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. SB-146932-E (Ed. 06/11) This insurance does not apply to "bodily injury," "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality. C. Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: (1) Their financial control of you; or (2) Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for such additional insured. d. Managers or Lessors of Premises A manager or lessor of premises but only with respect to liability arising out of the ownership, maintenance or use of that speck part of the premises leased to you and subject to the following additional exclusions: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. e. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver but only with respect to their liability as mortgagee, assignee, or receiver and arising out of the ownership, maintenance, or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. f. OwnerslOther Interests — Land is Leased An owner or other interest from whom land has been leased by you but only with respect to liability arising out of the ownership, maintenance or use of that specific part of the land leased to you and subject to the following additional exclusions: This insurance does not apply to: (1) Any "occur after you ce RakM..gar NEVI� 6 Avrewm By. Fch Miiv9emntOmral AiAe CNA SB-146932-E (Ed. 06/11) (2) Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. g. Co-owner of Insured Premises A co-owner of a premises co -owned by you and covered under this insurance but only with respect to the co -owners liability as co- owner of such premises. h. Lessor of Equipment Any person or organization from whom you lease equipment. Such person or organization are insureds only with respect to their liability arising out of the maintenance, operation or use by you of equipment leased to you by such person or organization. A person's or organization's status as an insured under this endorsement ends when their written contract or agreement with you for such leased equipment ends. With respect to the insurance afforded these additional insureds, the following additional exclusions apply: This insurance does not apply: (1) To any "occurrence" which takes place after the equipment lease expires; or (2) To "bodily injury," "property damage" or "personal and advertising injury" arising out of the sole negligence of such additional insured. Any insurance provided to an additional insured designated under paragraphs b. through h. above does not apply to "bodily injury" or "property damage" included within the "products -completed operations hazard." 3. The following is added to Paragraph H. of the BUSINESSOWNERS COMMON POLICY CONDITIONS: H. Other Insurance 4. This insurance is excess over any other insurance naming the additional insured as an insured whether primary, excess, contingent or on any other basis unless a written contract or written agreement specifically requires that this insurance be either primary or primary and noncontributing. 4. LEGAL LIABILITY — DAMAGE TO PREMISES A. Under B. Exclusions, 1. Applicable to Business Liability Coverage, Exclusion k. SB-146932-E (Ed. 06/11) Damage To Property, is replaced by the following: k. Damage To Property "Property damage" to: 1. Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; 2. Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; 3. Property loaned to you; 4. Personal property in the care, custody or control of the insured; 5. That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations, if the "property damage" arises out of those operations; or 6. That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraph 2 of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs 1, 3, and 4, of this exclusion do not apply to "property damage" (other than damage by fire or explosion) to premises: (1) rented to you: (2) temporarily occupied by you with the permission of the owner, or (3) to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D — Liability and Medical Expenses Limits of Insurance. wiM...g.�rMai. RiAPPRO✓m Br: Al hE\nE 7ou ;D", " t xatna„ayrnm,amuiaee 00 CNA SB-146932-E (Ed. 06/11) Paragraphs 3, 4, 5, and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to "property damage" included in the "products -completed operations hazard." B. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the last paragraph of 2. Exclusions is deleted and replaced by the following: Exclusions c, d, e, f, g, h, i, k, 1, m, n, and o, do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance. C. The first Paragraph under item 5. Damage To Premises Rented To You Limit of Section D. Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under Business Liability for damages because of "property damage" to any one premises, while rented to you, or temporarily occupied by you, with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to Premises Rented to You limit shown in the Declaration. 5. Blanket Waiver of Subrogation We waive any right of recovery we may have against: a. Any person or organization with whom you have a written contract that requires such a waiver. 6. Broad Knowledge of Occurrence The following items are added to E. Businessowners General Liability Conditions in the Businessowners Liability Coverage Form: e. Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence," offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; SB-146932-E (Ed. 06111) (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This paragraph e. applies separately to you and any additional insured. 7. Bodily Injury Section F. Liability and Medical Expenses Definitions, item 3. 'Bodily Injury" is deleted and replaced with the following: "Bodily injury" means bodily injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the bodily injury, sickness or disease. 8. Expanded Personal and Advertising Injury Definition a. The following is added to Section F. Liability and Medical Expenses Definitions, item 14. Personal and Advertising Injury, in the Businessowners General Liability Coverage Form: h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: 1. Not done intentionally by or at the direction of: a. The insured; or b. Any "executive officer," director, stockholder, partner, member or manager (if you are a limited liability company) of the insured; and 2. Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or person by any insured. b. The following is add-H +^ Fvrli cinne Cnrtinn B.: Rmk M.n.q.E ai REVIE SAPv Br: /OTC P&,—eo R"k Ma, 0a 1dtl A — ugenm, CNA SB-146932-E (Ed. 06/11) (15)Discrimination Relating to Room, Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, lease or sub -lease or prospective sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured. (16) Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. c. This provision (Expanded Personal and Advertising Injury) does not apply if SB-146932-E (Ed. 06/11) Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement. 9. Personal and Advertising Injury Re -defined Section F. Liability and Medical Expenses Definitions, item 14, Personal Advertising Injury, Paragraph c. is replaced by the following: c. The wrongful evictio into, or invasion of occupancy of a room that a person or committed by or on landlord or lessor. n from, wrongful entry the right of private dwelling or premises organization occupies behalf of it's owner, w.k ion. -. REve[Eo6 MrFwmBr. %GH Piewd,, Ruk NNnagemnrz ClaiulAide