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HomeMy WebLinkAboutSCANTRON, INC. 1 - 2003 . ' f' . IN~trnANCE Uij FILE -WORK MAY PROCEED UNTIL IN.~U~ANCE EXPIRES , 6///0'/ CLERK OF/COVNCIL DATE: 0//2/03 STANDARD CONSULTANT AGREEMENT N-2003-023'" . 0'-/ pi,JPr "'~0;J THIS AGREEMENT, made and entered into this lJfh day of ~(u1tr ,2003 by and between Scantron, Inc., a California corporation (hereinafter "Consultant"), d the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of maintenance record forms. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform those services as set forth in Exhibit A to this Agreement. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement, shall not exceed $ 10,000.00 during the term ofthis Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on January 22,2004, unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended upon a writing executed by the Executive Director of the Public Works Agency and the City Attorney. .. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term ofthis 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 Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1 ,000,000 per occurrence. Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit B upon execution of this Agreement and shall be approved in form by the City Attorney. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non-owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. 2 e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (I) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section I 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 Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third 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. 7. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of 3 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 Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation oflaw; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 9. 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 telefacsimile 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, California 92702-1988 telefacsimile (714) 647-6956 With courtesy copies to: Executive Director Public Works Agency City of Santa Ana 220 S. Daisy Avenue Santa Ana, CA 92703 telefacsimi1e (714) 647-5622 4 , . and, City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6515 To Consultant: Michael Groot District Sales Manager Scantron /3'=>1 oj ALLtv q",- Ave. ""-V$f1 fJ I (A "11.1 6'0 ~06- 1~'t.. - <P81t, telefacsimile ll-'t - z.'/l-ctl/ 'b I\Jlfl.tir AOIlE>) rJ Ii .NM.ITIJJ .~ IirfLKf,(( ~VltJ7 (;t 126/g,11:I>1 A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery, or other 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 telefacsimile, any notice, tender, demand, delivery, or other 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. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor 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. 5 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 12. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property ofthe City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 13. DISCRIMINATION Consultant shall not 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. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION - VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be government and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses ofthis 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. 15. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services 6 .' hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each ofthe 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. PATRICIAE. HEALY Clerk of the Council CITY OF SANTA ANA: . ~~ /DA VID N. REAM City Manager APPROVED AS TO FORM: JOSEPH W. FLETCHER City By Crist! . haw Assistant City Attorney C~L~ t- 7 Micheal Groot District Sales Manager ~f~~ ~rld?vZJ'~ 7 ; 5 CAN T "~"",Q"M,N Professional Services Pricing City of Santa Ana, Water Resources Division 1/2/2003 Description Qty Unit Cost Extended Cost Services Form Design, Programming, & Optimization with Image Directory Scripting 1 1,250 1,250 Water (Main) Valve Location Fonn Fonn Design, Programming, & Optimization with Image Directory Scripting 1 1,250 1,250 Service Record Fonn Form Design, Programming, & Optimization with Image Directory Scripting I 1,835 1,835 Hydrant Maintenance Form Form Design, Progrannning, & Optimization with Image Directory Scripting 1 1,835 1,835 Hydrant Location Form FULL DAY On-site Production Support (to import forms, establish database 1 1,700 1,700 connectivity and conduct comprehensive system tests) Up to 8 hours HALF DAY On-site Production Support (to impon fonus, establish database 1 800 800 connectivity and conduct comprehensive system tests) Up to 4 hours for follow-up production support. (NOTE: 12 hours are recommended for oroduction SUDoort on four fonns. I"OT\I. 8,670 S;jln [ax :'\llt .'VpljCilMc Shipllin~ "ot .-\PI)lkalih' Unlefts otherwise stated above: . Tenns are Net 30 once the work has been completed and a Scantron invoice has been generated. . A purchase Order or Letter of Written Authorization is required to initiate programming. . Prieing is valid for 60 days unless extended in writing by Scantron . If the scope of the project changes Scantron resetves the right, with customer approval, to make price, hardware and/or software changes. . It is understood and agreed that each party shall have no liabilily for any indirect. incidental, special or consequential damages (including loss of business, revenue, profits, use, data or other economic advantage) suffered by the other party or any third party, even ifthat party has been previously advised of the possibility of such damages. Liability for damages for any claim whatsoever shall be limited to the amount paid by Customer to Scantron for the Services. which are the subject matter of the claim in the one-year period prior to the event-giving rise to such damages. EXHIBIT A , 02/06/2003 17:33 ~~/O~I~ca~ LQ:~~ 4047605680 114L4(t](I.Lt:5 MARSH USA ~~ANIKUN ~~U~AllUN Pi~GE 23 -'tHx;. ~:t: I '~~ .- . - EXHIBIT B ADDmONAL INS:QEED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company PeBEHAL INSeRAi'iElE CeM!' ANY This endorsement modifies such insurance as is affOrded by the provj~:iQns of Policy # ~~ ~A1 pb relating to the following: 1. The City ofSatrta Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officeal, employees, agents, vollll1teers and representatives are Damed as additional U:stlreds ("additional wu.reds") with regard to liability and defeDse of suits aril;ing from the operations and uses performed by Of on behalf of the name~ msured. 2. With respect to claims arising out of the operations and uses :JCrforroed by or OIl behalf of the named insured, such insurance as is afforded by this policy is trimaIy al1d is not additional to or contributing with any other insw'ance cmied by or foJ' tb.e b<mefit of the additional insureds. 3. This insurance applies separately to each insured agaiDst whcm claim is made or Mt is brought ex.eept with respect to the company's limits of liability. The inclusion of any person or orgllIlization 18 an insured shall not affect any right which s~ch person or organization would have as a claimant ifnot so included. 4. With respect to the additional insuzeds, this insUl1UJ.ce llhall mt be cancelled, or materially reduced in coverage Of limits except after thirty (30) days written notice h:lii been slven to the Clerk of the Council, City of Santa Ana, 20 Civic Center Plaza, Santa NJa, California 92701. (Completio.n of the following. including counter$isnature, is required to mllkll this er.dorsement effective. ) Effective Ol-Ol-0~ to 01-01-0M Policy # 353R1 pu bNed to SCAN"'1)f"\lIT t"'nrlPQRJlTI9W , this lmdorsement form lIS a pari of Named Insured COunt=isned by ~ L~ j,.t-:. Authorized Rep1\~sentB::;;ve 8 h..--..l,. "Marsh USA Inc. 2/11/03 10:01 PAGE 2/2 RightFM ,*,,,,,,.&!:illi!:!T1::1i1l CERTIFICATE t1UMe~ 1: A 1l-OOC791153-11 THIS CERTFICATE 18 ISSUED AS A MATTER OF INfORMATION OH Y AND CCNFERS . NO RIGHTS UPON THE CERTIfICATE Ho..DER OTHn: TH~ THOSE PROVIDED iii THE ' POLICY. TH&! CERTFICATE DOES NOT AMEND, EX reND O~ AL TE~ THE COVERAGE N-FORDED BY THE POLICES DESCRIBED HEREIN_ PRO,UCER Mareh 3475 PiedmD" Road N.E., St. 1200 Atianta, GA 3.)305 4C4-S!&3000 Attn: Brenda Voung.E.pps 75142-CAS- IilSURED Scantron COfpOfStion 34 Parker Irvine, CA 92618 COMPANIES AFFORDING COVER ~GE (404)995-3074 CCHi=lHojY A FEDERALlNSURANCE CO , -1 COI'1PiNY C~~y -----j ~'~i.tl%"'iZll. .' . '!l!i*~~mU1iilil;ilH7;;j~ 1 THIS IS TO C:RTIFY THAT PO--IOES OF INSJRMlCE OEs:::RIBED HERSN HAVE BEEN I.fBJED TO ~E INSJRED N~EJ HEREIN FOR. .. HE PO ICY pr:RIOD INQIo:ATE'D ",arV"ITHsrANOING A~IY REWIREMENT, TERM OR CONOITlCJ>j OF ANY CONTRACT CR OTHER OOCUMENT\o\1lH RESPECTTO\M-'IQ-! THE CER.'I~ICAT~ W I>Y EE IS-O:U=J OR 11,1." PERn"JN, T.-lE INSJRN.CE AF~OROEO BY THE POuaES OE:s:::RIBED HER8N IS SUBJECT TO JrtL THE TERMS. co~omQ\ls AND EXO.USQ\S CF W()' POJO;:;S AGGF:EG/ITE LIMITS 9-iOlM MAY HI-VE BEEN REDUCED BYPJiI~ Q..A1MS co LTR mE OF INS:JRAHCE ca.1PHoY B AMERICAN IN1l SOUTH INS. CO. POLICY NUMBER POLICY EFFECTIVE ~OLICY EXPIRATICH DATE (MMIDDfYY) DATE (MMrooNY) L1nrrs CoT'= i ER I 2,0(JO,C~ 20i)O~~~J 1 O')),COO 1 o,)J,cCij- ----j 10')),CCKII '1QCCii1 '_~~~~~ $ $ =J A A OEtlERAL UABILITY ~_'_';"F:MERaJrt GE:NERAI... LIABILITY d'~'; Q..AlMS MJ[IE ~ OCQ.lR QM>.ER'S & CGtrRACTOR'S PROT ,frIJrOMCElLE LIABIUTY X \ I-NY Al...TO ,ILL CJ.o'o.NED AJT'JS s:HEOULED AUTOS HIR;D AUTOS NQo.I..Q\M.jED Au-rQS 35381324 35381324 01/ll1/03 01/01/ll3 03101/04 03101/04 $ PROCUCTS .IX:J.i\PfQP I-.GG $ $ $ $ $ $ $ I :==~~] f~O!)J~~~~~ 5,O()J,CQ(~ I ~,~_..~~ -';;ftrf]~:%'ThlHmnJi!tj:,! $ _~ O'~~~IJ $ 101}JCCK.l, $ 1'~~~~1 DESI:;RIP--ION OF OPERATICINS/LOCATlONS!VEHICLES/SPECIAL ITEMS The City of Santa Ana, its officers, employees, agents, and representative are induded as additional insured as their interesl may cppeaJ per 'J/Titton l;or:tr;;irt. A A A A A B GAltAOE LIABILITY __I~'.'LTO EX CESS LIABILITY GENERAL I-GIREGAT= PERSONJrt & \DVI;>.jJU~Y EA~ QCOJR ~ENCE FIR:: Q"\lAGE (AnyOl ~".~ Mea EX::' (An~ rnepe'OO'IJ _ 73260213 (ADS) 73260209 (lX) 73260210 (VA) 73501034 (MA) 73260212 (PR) 01/01/ll3 01101/03 01101103 01101103 01/01/03 03101/04 03101104 03101104 03101104 03101/04 BOI11LY IN~UR ~ (Pe' accident) x I LI~3'<,EL_A =CRi'w aTHER THAN UM8RELLAFORM A WO~KERS CO!ilPEftS, I EMI'LOYERS'LIABILITf : THE' PRO~IETORI PAF:TNERSEXEaJTlV; O=;Ic:s;,S ARE itl"TR':.R COMR~EO S.JGLE LIt/IT BOOIL_YIN~U"'f (Perp<<r,cn: PROPERTY D,MAGE AJTO O\lLV.. ~.'ACa1ENT OTHER THAN ".JTOOlilY BE29l18318 EJ Ol ....CCIDE...T $ $ $ $ $ AGGR!:<3 "TE 01/01103 03101104 EAOl OCCUR lE\lCE AGGREGATE 35381324 03101104 Sir '~~ X .feRV Li\ ~fs EL EACH Aca Ji3\lT 01101103 >NO. F.L DlEEI.s;-P' LICY ll-oJlT F.l O:::EME-€, 01 E~PLOYEE EXa. ~e'IT"lCA-JtPl;I!~~'" <~" 'SI,".m' "=.~,.... ... ...".... ..' < ~nJI"};.:,-"",:t,\ ;;_";',,, J~}t'" ': ",,;-,:~W&tmf:t:;,^:'_::_ :::-}f;, ""c_"";%>v,;:~--' jW~ ,-_ --,:--:-. .. ...., ..'.m ... ....=_ ..:ffi!?t~.... . ... APPROVED AS 10 fO ._.,""~ "IIIIII:II:lllfmRm,illl~%j:;I_$Si~!:I]~mlmUM U: Hel 9iOU.CI....tl'{ OF TI-E POlIOES nESOU!lEDI-EREIN erE: CANCl" _LEO I!IEF(IIl.E TI", EXF'I::..TiOll: D....r; 1-1E':I'CF IN9.JIER AFFORDING COVER,o,a: \'~lL E~,,*~ 'oWL --3.Q rM'I'll WRlmN NO- Cl" 1(' -""', City of Santa I~na 20 Civic Center Plaza P.O. Box 198f1 Santa Ana, CA 92702 CERTiFICATE HeLDE'1 M'.II.ED HERE'N, Bur F"LURE ~o M/lIL ! JCH ~IOTC:: .5H~ L III,P:>>:l'" r-M:' OB~IQ'1l('" ':11 i I5SUeROI'"THSa:Fl1lFICATE W,o,BIUTYOI' ,o,tl'{1(11'l) LPONTH: IN!'Ul.i:i\ IJ'FORDIN<; CCWERJ GE, ITS Aa;NTS (,Fl R=~'~"'SENTAT \..~; 0'1 IH1' i .--..) Laura Sheedy L. ,. <;ly City Attorney ARat USA"C_ y: Michael Dennis ;/H-t-I,,1- ";;;::;;1"';;]"';& "" ,iIi'l,Sps i~{,fiRl;::.. !' .. i' . ,u"~- .,'_"""",,\ -.'::::L','.")"': """,u .""""""''!I; ,.,....__u.... :: _.,___...__,. ., '...X"'>o"_._. '.,;.,-,,-____, ..~~.~ii.,l,l.;;i;i,iii 02/07/2003 08:57 '" .,,-", '.,. 7142470018 SCANTRON CffiPORATION PAGE 03/03 PAGE eJ fJOlA W".t!/ :',:l 02/06/2003 17:33 40476e5688 V&la*'&OO~ .Q:O~ f1~~4'Og~O MARSl-I USA ~11H.'l.J'l~IU..IN , . E.XH1Brr B ,o\DDfIlONAL "-"ITl1nm ENDORSEMENT [OR COMMERCIAL Ot:NBRAL UABILJ1'Y POLICY msurance Company PlllllHI.~L lllaaRAlI1!!e eeMI'klH -- nua enclor.ic:mellt modifies IIICh iJIIInnee as is lIfI'ordDd by fie provi~iODS of Policy /I .",A, .?A Idatingto1llafollowillll: 1. The City ofSauta Au, ZO Civic CadIlr PJua, Sanla Ana. CBliftJmla 92701; its offiCIIS, empIoy-. agents, vo~ IIld ~ves arc nBJned as additional ir.s~ ("idditi=a1 inmecIs") with resard to Iiabilir.y IIId defense of suits arising from the opt(mQll$ and uses perlbrmcd by or on bdIaIf oIthe namecI ~ 2. With respect to claima Il'iaina out of the opanltiollS ancl uses l~rroed by or 011 bebaltofthe uamed insuxed, suc:h illJQftDC8 III is aftiJn\8d by (bla poUey is pimarY and ill nut additional to or contn'btIIDg -M1b. any oIiIIIr insur.InCC *1iccl by or filr the Mnent of the additiwal illSUffldl. ~. This ioS1ll'U!le applies separately to eIIllh lnswed. apiMt whc,m c1l1i1n is made or :Nit is bIoqII:t sxeept wilh I'll$p8Gl to die ..01. .pm}"s limlts of !lability. TM inclusiOl1 of any per.on 01{ OI'Imir.atlClllaa an insuled wn not ~ ~ rigllt which $'lld\ petIOlI or Otg<l,,;nd:iOTl 'I\'llU1d bPI IIl.cIaimaIll ifllOllO included. 4. With respect to the additional insurecls. Ibis iDsumlce shall not be Q1Dccltocl, or materially Rduced UI CllM:nIe OJ' limits exa:ept after thh1y (30) days writl:ell "ot:Iee Ms beell slval to the C1cIC of the Couoc:iI, City of SIDta Ana, 20 Civic Center p~ Santa Aila. Califomla 9270 1. (Completion of tbc following, incl.v<filig COIlDtela~ is reqtrired to IDIII.~ this endoJ:Sem,ellt cfti:ctive.) Effilctive Ol-{) 1 -O~ to 01-01-nil ....,,""~ ,n.JU_J J5iA1 i~.11 Issued m ~&bJ"'Dnw l"nll'DnDATION . tbls md~t fotm. as a pat of Named m~d COUDtcqlgned by ~J J<.-~ ~ Au1horizled. R.epr........tet.lve APPRO\E:) A.S TO FORM -/ .~,.33~ ~~ s pepUlY ,.) ,