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HomeMy WebLinkAboutLA CLIPPERS LLC NISU t Ra s�'riU vTlope ID:AAA2AAO7 3167 4E9D-B83C 28AF63FB1DE3 N-2024-241 WIRMAY UN IL INSURANCE EXPIRE CITY CLERK DATE: NI_ 2 5 2024 CITY OF SANTA ANA QV-CS (0) PARTNERSHIP AGREEMENT WITH LA CLIPPERS,LLC, FOR 2024 TITLE LEVEL PARTNERSHIP C(A*1\yin THIS PARTNERSHIP AGREEMENT("Agreement") is made and entered into this 28th day of June 2024 by and between LA Clippers LLC, a Delaware limited liability company ("CLIPPERS"), 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"). CLIPPERS is a member of the National Basketball Association("NBA") and owner and operator of the professional-basketball-team-known-as-the-LA-Clipper-s-("L-A Clippers"). RECITALS A. The City is producing multiple events throughout 2024 and desires to retain partners for such City events. B. CLIPPERS represent that it is able and willing to enter into a partnership for City events. C. In undertaking the performance of this Agreement, CLIPPERS represent that it is knowledgeable in its field and that any activities conducted by CLIPPERS under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional firm in such 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. PARTNER BENEFITS AND RESPONSIBILITIES a. In exchange for the benefits at City events ("Events") as specified in Exhibit A, attached hereto and incorporated by reference, and for the consideration specified in Section 3,below, CLIPPERS shall be obligated to provide and perform the responsibilities as described in Exhibit A(the "Services"). b. CLIPPERS grants to City the royalty-free, limited, non-exclusive, non- transferable, non-sublicensable right to use CLIPPERS' trademark(s), trade name(s), logo designed and company descriptions (collectively, "CLIPPERS Marks"), solely as prepared and delivered to City by CLIPPERS in any pre- approved medium of advertising,marketing materials, and/or promotional goods distributed solely in conjunction with the Event(s)and in accordance with CLIPPERS' and the NBA's usage guidelines. c. The dates and times for the Jr. Clippers skills clinic and the community activation during the Jr. Clippers program specified in Exhibit A shall be mutually agreed upon, in a signed writing, between the parties. Page 1 of 7 DocuSign Envelope ID:AAA2AA07-3167-4E9D-B83C-28AFB3FB1 DE3 2. CITY RESPONSIBILITIES In exchange for the benefits specified in Exhibit A and for the consideration specified in Section 3 below, City shall be obligated to provide and perform the responsibilities as described in Exhibit A. 3. PARTNERSHIP CONSIDERATION For its participation as a partner for the Events, CLIPPERS shall provide to the City in- kind_contributions valued atThirty-Five_T-housand-.Dollars-and-Zer-o-Cents-($35,000)-as further —described in Exhibit A. CLIPPERS shall not be entitled to the partnership benefits under this Agreement, or to otherwise participate in the Events, if CLIPPERS fail to provide the in-kind contributions described in Exhibit A. 4. TERM This Agreement shall commence on the date stated above and terminate on December 31, 2024, unless terminated as otherwise provided in this Agreement. 5. INDEPENDENT CONTRACTOR CLIPPERS shall, during the entire term of this Agreement, be construed to be an independent contractor 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 CLIPPERS performs the services which are the subject matter of this Agreement; however, the services to be provided by CLIPPERS shall be provided in a manner consistent with all applicable standards and regulations governing such services. CLIPPERS 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. 6. INSURANCE During the term of this Agreement, each party shall maintain and shall require its subcontractors or agents, if any, to obtain and maintain insurance as described in Exhibit B. 7. INDEMNIFICATION To the fullest extent permitted by law, each party shall indemnify, defend and hold harmless the other party, and their respective affiliates, officers, agents, employees, volunteers, successors and assigns(collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands,obligations, damages, actions, causes of action, suits, losses,judgments, fines, penalties, liabilities, costs and expenses (including,without limitation,reasonable outside attorney's fees, disbursements and court costs)of every kind and nature whatsoever (individually, a"Claim"; collectively, "Claims"), which may arise from or in any manner are Page 2 of 7 DocuSign Envelope ID:AAA2AA07-3167-4E9D-B83C-28AFB3FB1 DE3 related(directly or indirectly, in whole or in part)to: (i) such party's breach of this Agreement; (ii) such party's presence or activities at the Events (including the gross negligence and/or willful acts, errors and/or omissions of such party, its principals, officers, agents, employees, vendors, suppliers, contractors, volunteers, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable for any or all of them); (iii) the breach of such party's representations, warranties, covenants and agreements provided herein; or(iv) any violation of law(s) (as defined herein)by such party. Notwithstanding the foregoing,nothing herein shall be construed to require a party to indemnify the other party from any claim arising from the gross negligence or willful misconduct of such party. This indemnity shall apply to all claims-and liability-regardless-of-whether-any insurance-policies-are--applicable. The-policy limits do not act as a limitation upon the amount of indemnification to be provided by the parties pursuant to this Agreement. This provision shall survive the termination or expiration of this Agreement. 8. REPRESENTATIONS AND WARRANTIES Each party hereto represents and warrants that: (i)it has the power and authority to execute, deliver and perform this Agreement in accordance with its terms; (ii) the execution,delivery and performance of the entire Agreement have been duly and validly authorized and approved and will not conflict with or result in a material breach of the terms of any other agreement to which it is a party; (iii) this Agreement,when executed by the undersigned on behalf of the respective parties,shall constitute a valid and legally binding obligation of the parties, enforceable in accordance with its terms; and(iv) it will comply with all applicable Law(s)in connection with this Agreement. "Law(s)"is defined as any statute, law,treaty,ordinance,regulation,rule,judgment,decree or other requirement of any federal, state or local government or any arbitrator or court of competent jurisdiction that applies to a party,the Services,and other legal obligations pertaining to this Agreement and to any of the parties' activities hereunder. 9. CONFIDENTIALITY If either party receives from the other party information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, the receiving party agrees that it shall not use or disclose such information except on a need-to-know basis 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 (i) any information designated by the disclosing party as "confidential" and(ii) 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;provided, however, such subsidiary and/or agent is informed of the confidential nature of the Confidential Information prior to disclosure. 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 receiving party disclosed in a publicly available source; (c) is in rightful possession of the receiving party without an obligation of confidentiality; (d) is required to be disclosed by operation of law, provided, however,the receiving party shall inform the disclosing party of all requests or inquiries into the disclosing party's Confidential Information and shall only provide the same Page 3 of 7 DocuSign Envelope ID:AAA2AA07-3167-4E9D-B83C-28AFB3FB1DE3 when legally compelled to do so after notice to the disclosing party; or(e) is independently developed by such party. 10. INTENTIONALLY OMITTED 11. NOTICE Any required notice pursuant to this Agreement shall be in writing and shall be deemed to be properly given if(i)delivered in person or(ii) mailed by first class or certified mail, postage-prepaid,—or-(iii) sent-by facsimile or-other telegraphic communication, or-(iv)-via electronic mail(e-mail) in the manner provided in this Section, to the following addresses: To City: City Clerk City of Santa Ana 20 Civic Center Plaza(M-30) P.O. Box 1988 Santa Ana,CA 92702-1988 Fax: 714-647-6956 cityclerkt santa-ana.org 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 To CLIPPERS: LA Clippers LLC Attn: Cam Haslam, Youth Segment Marketing Manager 1212 South Flower Street Los Angeles,CA 90015 chaslam@clippers.com Copies to: LA Clippers LLC Attn: General Counsel 1212 South Flower Street, Fl. 5 Los Angeles, CA 90015 legal@clippers.com A party may change its address by giving notice in writing to the other party. Thereafter, any notice shall be addressed and transmitted to the new address. If sent by mail, notice 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,notice 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, Page 4 of 7 DocuSign Envelope ID:AAA2AAO7-3167-4E9D-B83C-28AFB3FB1DE3 addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 12. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and CLIPPERS regarding the subject matter herein, and supersedes any and all other agreements, oral or written,between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement-may not-be-modified except by written instrument-signed-by-the Gity-and-by-an authorized representative of CLIPPERS. 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 CLIPPERS or the City. Each party to this Agreement acknowledges that no representations, inducements,promises or agreements,orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 13. ASSIGNMENT Neither party may assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the other party and any such assignment,transfer, delegation or subcontract without such party's prior written consent shall be considered null and void. 14. CANCELLLATION OR TERMINATION a. If, because of war, fire, strike, civil strife, government regulation,natural catastrophe, an act of terrorism or public enemy, an act of God, pandemic, or any reason beyond the reasonable control of City,the Event or any part thereof is prevented from being held or is cancelled by City, City, in its sole discretion, shall determine and refund to the CLIPPERS its proportionate share of the balance of the aggregate partner fees received that remain after deducting actual expenses incurred by City. In no case shall the amount of the refund to the CLIPPERS exceed the amount of the fee paid. City reserves the right to cancel any portion of the Event as it deems necessary and appropriate and in such event, shall refund to the CLIPPERS the applicable share of CLIPPERS fees applicable to such cancelled portion of the Event. b. This Agreement may be terminated by either party(i) in the event of a material breach of this Agreement by the other party and such breach is unable to be cured or such breach has gone uncured for a period of ten(10) days after written notice of such breach has been given by the non-breaching party, (ii) immediately upon the insolvency of or the filing of a petition of bankruptcy by the other party, (iii) upon mutual written agreement of the parties, or(iv) in accordance with any other provisions of this Agreement expressly addressing termination. Additionally, without affecting any other right or remedy available to it, this Agreement may be terminated by either party for any reason upon thirty(30) days written notice to the other party. In the event of such termination: (a) City will cease using all CLIPPERS Marks and within a reasonable time return the same to CLIPPERS and(b) each party will destroy or return the other party's Confidential Information. Page 5of7 DocuSign Envelope ID:AAA2AA07-3167-4E9D-B83C-28AFB3FB1DE3 15. NONDISCRIMINATION Neither party shall discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age,national origin, ancestry, or disability, as defined and prohibited by applicable law,in the recruitment, selection, training, utilization,promotion,termination or other employment related activities or any activities in connection with this Agreement. Each party affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 16. JURISDICTION—VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 17. PERMITS CLIPPERS shall obtain all necessary licenses,permits, approvals,waivers, and exemptions necessary 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 in connection with the Events, as applicable. CLIPPERS shall notify the City as soon as practicable 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. 18. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify the other party fully,including reasonable costs and outside attorney's fees,for any injuries or damages to such party 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. [signature page follows] Page 6 of 7 DocuSign Envelope ID AAA2AA07-3167-4E9D-B83C-28AFB3F81DE3 SIGNATURE PAGE FOR PARTNERSHIP AGREEMENT WITH LA CLIPPERS, LLC, FOR 2024 TITLE LEVEL PARTNERSHIP IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SQNTA ANA Jennifer L .al! �,,•s Alvaro Nunez —Ci Acting City Manager APPROVED AS TO FORM: SONIA R. CARVALHO LA CLIPPERS LLC City Attorney B [�DocuSigned by: C�.au�a C,a�,d c.MA, y 2F49A Claudia Calderon andon Salvatierra Name: C Deputy City Attorney Title: Chief Marketing Officer RECOMMENDED FOR APPROVAL: Hawk Scott(Jul 3,2024 11:19 PDT) Hawk Scott Executive Director of Parks, Recreation and Community Services Agency Page 7 of 7 DocuSign Envelope ID:AAA2AA07-3167-4E9D-B83C-28AFB3FB1DE3 EXHIBIT A DocuSign Envelope ID:AAA2AA07-3167-4E9D-B83C-28AFB3FB1DE3 u ' CITY OF SANTA ANA f Parks, Recreation, & Community Services Agency 2024 Annual Title Level Partnership: Los Angeles Clipp-72 Santa Ana Pel141 aced Recreatcbx Program overview: The Los Angeles Clippers (CLIPPERS) will be providing a $35,000 value of in-kind contributions to the City of Santa's Parks, Recreation, and Community Services Agency (PRCSA) as an annual Title Level Partner to support three city-wide premium events and youth athletics programming. In exchange, PRCSA will provide designated exhibitor space and marketing recognition as a Title Level Partner. The event activations may provide opportunities for city-wide community engagement, distribution of information, interactive activities, and giveaways for participants. An annual Title Level Partnership streamlines participation in PRCSA events and allows for additional collaborative opportunities with an in-person presence in Santa Ana events and programs on a regular basis. CLIPPERS physical activations will be included at the following: • Premium Event (6,000+ attendees): o EGG-Cellent Adventure • Saturday, March 30, 2024 • Centennial Park o Fourth of July Celebration • Thursday, July 4, 2024 • Centennial Park o Fiestas Patrias • September 14-15, 2024 • Flower Street • Standard Events and Programs: o 2024 Santa Ana Jr. Clippers Program ("Program") CLIPPERS responsibilities: • A value of$35,000 in-kind contributions made up of: o Direct payment for costs of co-branded jerseys for the Program through CLIPPERS designated vendor and with design approval by PRCSA. PRSCA will reimburse CLIPPERS for co-branded jerseys costs over Six Thousand Dollars and Zero Cents ($6,000), such reimbursement shall be payable to CLIPPERS within thirty (30) days following execution of the Agreement. o (1) Free Jr. Clippers skills clinic, date to be mutually agreed upon between the parties. o (1) Free community youth basketball activation during the Program, date to be mutually agreed upon between the parties. o (1) Item signed by the LA Clippers team. o PRCSA events and Program marketing marks placed on the Jr. Clippers official website. o Access to CLIPPERS advertisement, marks, and/or reference, as supplied by CLIPPERS, for pre-approved marketing materials solely in connection with designated events and the Program. o Practice and coaching curriculum for the Program. THE CITY OF SANTA ANA 20 Civic Center Plaza • 2nd Floor• Santa Ana, CA 92701 (714) 571-4200• Web Site: www.santa-ana.org/departments/parks-recreation DocuSign Envelope ID:AAA2AA07-3167-4E9D-B83C-28AFB3FB1DE3 o Exclusive Access to (1) dedicated "Santa Ana Night" at a LA Clippers home game on April 12, 2024, with up to 10 complimentary tickets and a discount code for Santa Ana employees and Program participants to receive group rates on tickets. Such tickets are subject to availability. o Access to Jr. NBA team programs. o Opportunities to subscribe to the LA Clippers Kids Club for all Program participants • Supplies and equipment needed to activate the assigned 80'x470' space on outlined basketball courts for the CLIPPERS activation for events located at Centennial Park, including the EGG- Cellent Adventure and 4th of July Celebration events. Site plans with outlined activation components must be approved 2 weeks in advance by PRCSA staff. • Supplies and equipment needed to activate the assigned space that will be a minimum of 20'x40' on Flower Street for the CLIPPERS activation for the full duration of the Fiestas Patrias event weekend. Site plans with outlined activation components must be approved 2 weeks in advance by PRCSA staff. • CLIPPERS will be solely responsible for managing all activation components in the designated event space. CLIPPERS must submit list of components and any additional CLIPPERS sponsors attending the event in the CLIPPERS activation. PRCSA responsibilities: • PRSCA shall send (1) promotional email to their email database promoting `Somos Clipper Nation', all details to be mutually agreed upon between the parties. • PRCSA to fully operate the Program by providing staff, referees, and training facilities, along with managing participant registrations and league logistics. • Prominent inclusion of CLIPPERS advertisement, marks, and/ or reference, as supplied by CLIPPERS, in all marketing materials that include logos as named partner of event(s). • Prominent inclusion of CLIPPERS advertisement, marks, and/ or reference, as supplied by CLIPPERS, in a minimum of five City Instagram posts to approximately 5,700 City's followers at www.instagram.com/santaanaparks and to approximately 4,500 City's followers at www.facebook.com/santaanaparks. • Prominent inclusion of CLIPPERS advertisement, marks, and/or reference, as supplied by CLIPPERS, on all 24" x 36" directional signs to be located at the event(s) venue. • Dedicated advertising signage provided by PRCSA with CLIPPERS advertisement, marks, and/ or reference, as supplied by CLIPPERS, on signage as appropriate for the individual event that may include, but is not limited to stage banner(s), 24"x36" A-frame(s), photography backdrop, etc. • CLIPPERS advertisement, marks, and/ or reference, as supplied by CLIPPERS, with link optional taglines, and partnership identification, (the "Internet Marks"), linking to designated Los Angeles Clippers website, as provided by CLIPPERS, from highly visible locations sitewide on City' s official website, www.santa-ana.orq/annual-title-partners-and-sponsors/ Los Angeles Clippers will also receive partnership identification on each of the event website subpages on the City's official website. The Internet Marks will be placed and provided by City upon content approval of CLIPPERS. The Internet Marks will be active and accessible to the general public upon execution of this Agreement through the end of Agreement term. • A minimum of 2 main stage promotional announcements per day regarding the CLIPPERS involvement in the event(s). • Mention of CLIPPERS as Title Level Partner in City issued press release for event(s) and program(s). Use of the CLIPPERS in the press release shall be pre-approved by CLIPPERS. • Designated exhibitor space for CLIPPERS event(s) activation of 80'x470' on outlined basketball courts for event(s) located at Centennial Park including the EGG-Cellent Adventure and 4th of THE CITY OF SANTA ANA 20 Civic Center Plaza • 2nd Floor • Santa Ana, CA 92701 (714) 571-4200• Web Site: www.santa-ana.org/departments/parks-recreation DocuSign Envelope ID:AAA2AAD7-3167-4E9D-B83C-28AFB3FB1DE3 July Celebration events. PRSCA must approve all CLIPPERS components included in the activation. • Designated exhibitor space for CLIPPERS event(s) activation with a minimum of 20'x40' space on Flower Street during the full Fiestas Patrias event weekend. PRSCA must approve all CLIPPERS components included in the activation. THE CITY OF SANTA ANA 20 Civic Center Plaza • 2nd Floor• Santa Ana, CA 92701 (714) 571-4200• Web Site: www.santa-ana.org/departments/parks-recreation DocuSign Envelope ID:AAA2AA07-3167-4E9D-B83C-28AFB3FB1DE3 EXHIBIT B DocuSign Envelope ID:AAA2AA07-3167-4E9D-B83C-28AFB3FB1 DE3 EXHIBIT B Each party shall procure and maintain, for the duration of the Agreement, the following insurance against losses and damages to persons or property caused by the party, or any of its employees, volunteers, agents, contractors, or subcontractors while performing under this Agreement. Cost of such insurance shall be borne by such party. CLIPPERS Insurance Requirements a Minimum-Scope and Limit of Insurance (1) Commercial General Liability (CGL). Insurance Services Office ("ISO") 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 and $2,000,000 aggregate. (2) Sexual Abuse or Molestation Liability (SAML). If the work will include contact with minors, and the CGL policy referenced above is not endorsed to include affirmative coverage for sexual abuse or molestation, CLIPPERS shall obtain and maintain a policy covering Sexual Abuse and Molestation with a limit of no less than$1,000,000 per occurrence or claim. b. Other Insurance Provisions The above required insurance policies are to contain or be endorsed to contain the following provisions: (1) Additional Insured Status. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL and SAML policy(ies),with respect to liability arising out of work or operations performed by or on behalf of the CLIPPERS including materials, parts, or equipment furnished in connectionwith such work or operations. (2) Certificate Holder. The certificate holder on each evidence of insurance certificate shall be: City of Santa Ana, 20 Civic Center Plaza, Santa Ana, CA 92701. The name and location of event should be included in the description of operations section of each certificate. c. 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. d. Verification of Coverage. CLIPPERS 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 DocuSign Envelope ID:AAA2AA07-3167-4E9D-B83C-28AFB3FB1DE3 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 CLIPPERS' 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. eSpecial—E-vents—Coverage. Special—events—eoverage—is—available—and—can -be purchased by CLIPPERS. Use this link to learn more: www.2sparta.com. f. 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; provided, however, City must provide CLIPPERS with at least ten (10) days prior written notice prior to such modification. II. City Insurance Requirements City shall maintain insurance against losses and damages to persons or property caused by City, or any of its employees, agents, contractors or subcontractors in performing the Agreement, including: a. Commercial General Liability insurance with limits of not less than$1,000,000 per occurrence and $2,000,000 in the aggregate. b. Workers' Compensation insurance as required by law. ACORD 03115/202412024® CERTIFICATE OF LIABILITY INSURANCE DATElYYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Marsh USA LLC NAME: 1717 Arch Street PHONE FAX (A/C.No.Ext): (A/C,No): Philadelphia,PA 19103-2797 EMAIL ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# CN102450667-Clip-GL-23-24 INSURER A: ACE American Insurance Company 22667 INSURED INSURER B: N/A N/A LA Clippers LLC 1212 S.Flower Street INSURER C: Los Angeles,CA 90015 INSURER D INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: CLE-007195835-03 REVISION NUMBER: 2 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. IADDL SUER LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY EFF POLICY EXP LIMITS fMMlDDIYYYY) (MMlDD/YYYY) A X COMMERCIAL GENERAL LIABILITY HDOG72966089 07/01/2023 07/01/2024 EACH OCCURRENCE S 2,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) S 2,000,000 MED EXP(Any one person) S Excluded PERSONAL&ADV INJURY S 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 10,000,000 X POLICY PRO- JECT LOC PRODUCTS-COMP/OP AGG $ 4,000,000 OTHER: S AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT S (Ea accident) ANY AUTO BODILY INJURY(Per person) S OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS PROPERTY NON-OWNED DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) S UMBRELLA LIAB OCCUR EACH OCCURRENCE $ _ EXCESS LIAB CLAIMS-MADE AGGREGATE S DED RETENTION S $ A WORKERS COMPENSATION RWCC70321415 07/01/2023 07/01/2024 MUTE EMPLOYERS'LIABILITY X STATUTE ER Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBEREXCLUDED? N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE S 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE:City of Santa Ana's"EGG-Cellent Adventure"Family Event Scheduled March 30,2024(9:OOAM to 1:00PM)-Location:Centennial Park,3000 W Edinger Ave.Santa Ana,CA 92704 City of Santa Ana,its City Council,its officers,officials,employees,agents,and volunteerss are included as additional insureds(except Workers'Compensation)where required by written contract and subject to policy terms&conditions.Sexual Abuse&Molestation coverage is not excluded under the General Liability coverage. CERTIFICATE HOLDER CANCELLATION City of Santa Ana ,, SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 20 Civic Center Plaza THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Santa Ana,CA 92701 Risk Management Division ` ACCORDANCE WITH THE POLICY PROVISIONS. Revic wed .and Approved by::: AUTHORIZED REPRESENTATIVE mot ' '.'V Rill:\Drug. I zss - ©1988.2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 1 POLICY NUMBER: HDO G72966089 Endorsement Number: 35 COMMERCIAL GENERAL LIABILITY CG20261219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s)Or Organization(s): Any person or organization whom you have agreed to include as an additional insured under a written contract, provided such contract was executed prior to the date of loss. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following is added to organization(s) shown in the Schedule, but only Section III—Limits Of Insurance: with respect to liability for "bodily injury", "property If coverage provided to the additional insured is damage" or "personal and advertising injury" required by a contract or agreement, the most we caused, in whole or in part, by your acts or will pay on behalf of the additional insured is the omissions or the acts or omissions of those acting amount of insurance: on your behalf: 1. In the performance of your ongoing operations; 1. Required by the contract or agreement;or or 2. Available under the applicable limits of 2. In connection with your premises owned by or insurance; rented to you. whichever is less. However: This endorsement shall not increase the 1. The insurance afforded to such additional applicable limits of insurance. 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. CG 20 2612 19 ©Insurance Services Office, Inc.,2018 Page 1 of 1