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HomeMy WebLinkAboutMRKT CO., THE INSURANCE ON FILE WORK MAY PROCEED Ulft tlw5ul•iAHCr FXPIR(S N-2025-234 CITY CLERK ]ATE. 8EP 10 2025 o=wstt O PARTNERSHIP AGREEMENT WITH THE MRKT CO., LLC Corlltjn LcA41LL97) FOR TITLE LEVEL PARTNERSHIP THIS PARTNERSHIP AGREEMENT ("Agreement") is made and entered into this 25th day of August 2025 by and between The MRKT Co., a California limited liability company (-Partner"), and the City of Santa Ana, a charter city and municipal corporation organized and existing Linder the Constitution and laws of the State of California (''City"). RECITALS A. The City is producing its Fiestas Patrias event for 2025 and desires to retain partners for such City event. B. Partner represents that it is able and willing to enter into a partnership for City event(s). C. In undertaking the performance of this Agreement, Partner represents that it is knowledgeable in its field and that any activities conducted by Partner 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 In exchange for the consideration specif€ed in Section 3 below, Partner shall be entitled to the benefits at the City event(s) as described in Exhibit A ('Event(s)"), attached hereto and incorporated by reference. Partner grants to City the right to use Partner's trademark(s), trade name(s), logo designs and company descriptions ('Marks") as prepared and delivered to City by Partner in any medium of advertising, marketing materials, and/or promotional goods distributed in conjunction with the Event(s) and in accordance with Partner's usage guidelines. The manner and display of Partner's Marks must be specifically approved in writing and in advance by an authorized representative of Partner. 2. CITY RESPONSIBILITIES In exchange for the benefits specified in Section I above 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 Event(s), Partner shall provide to the City a financial contribution of $15,000.00 and in-kind contributions valued at $10,000.00 as further described in Exhibit A. Partner shall not be entitled to the partnership benefits under this Page I of 8 Agreement, or to otherwise participate in the Event(s), if Partner fails to provide the financial and in-Icind contributions described in Exhibit A. 4. TERM This Agreement shall commence on the date First referenced above and terminate on September 30, 2025, unless terminated as otherwise provided in this Agreement. 5. INDEPENDENT CONTRACTOR Partner 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 Partner performs the services which are the subject matter of this Agreement; however, the services to be provided by Partner shall be provided in a manner consistent with all applicable standards and regulations governing such services. Partner 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 Partner shall procure and maintain for the duration of the agreement, the following insurance coverages: Minimum Scope and Limit of Insurance. Partner shall maintain limits of insurance coverage in the following minimum amounts and shall be at least as broad as: 6 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 and $2,000,000 aggregate. • Automobile Liability (AL): Insurance Services Office Form CA 00 01 covering Code I (any auto), with combined single limits of$1,000,000. In the event Partner does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance with existing limits, which can be lower than $1,000,000. Workers' Compensation (WIC): 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, per employee, per policy for bodily injury or disease. This requirement can be waived if Partner has no employees. • If Partner maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Partner. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Page 2 of 8 i Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions: • CGL and AL policies: City of Santa Ana, its City Council, its officers, officials, employees,agents,and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of the Partner including materials, parts,equipment, and personnel furnished in connection with such work or operations. a All required insurance policies: Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers,officials,employees; agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Partner for City. 6 All required insurance policies: For any claims related to this contract, Partner's - insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. • All required insurance policies: A severability of interest provision must apply for all the additional insureds, ensuring that Partner's insurance shall apply separately to each insrired against whom a claim is made or suit is brought, except with 'respect to the insurer's limits of liability. Each insurance policy required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non-renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten(10)days prior written notice shall be provided to City for policy cancellation or non-renewal due to non-payment. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: (Name, of Department Staff Responsible for Agreement), Address of Department Responsible for Agreement, M-XX, Santa Ana, CA 92701: The name and location of the event should be included in the Description of Operations section of each certificate. Self-Insured Retentions. Self insured retentions must be declared to and approved by the City. City may require Partner 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. Acceptability of Insurers. Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Best rating of no less than ANII, unless otherwise acceptable to City. Verification of Coverage. Partner shall furnish City with original Certificates of insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Partner's obligation to provide them. City reserves the right to require complete, certified copies Page 3 of 8 of all required insurance policies, including endorsements required by these specifications, at any time. Claims Made Policies. If any of the required policies provide coverage on a claims-made basis: 0 The retroactive date must be shown and must be before the date of the contract or the beginning of work, ® Insurance must be maintained and. evidence of insurance must be provided for at least three(3) years after completion of work. 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, Company must pUrchase "extended reporting" coverage for a minimum of.three (3) years after completion of work. Subcontractors. Partner shall require and verify that all sub-contractors maintain insurance meeting all the requirements stated herein, and Partner shall ensure that City is an additional insured on insurance required from sub-contractors. Special Risks or Circumstances. City reserves the right to modify these requirements,. including limits,based on the nature ofthe risk,prior experience,insurer,coverage,or other special circumstances. 7. INDEMNIFICATION To the fullest extent permitted by law, Partner shall indemnify, defend and.hold harmless City, its officers, agents and employees (collectively, the "City 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, 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 related (directly.or indirectly) to Partner's breach of this Agreement or Partner's presence or activities at the Event(including the negligent and/or willful acts, errors and/or omissions of Partner, its principals, officers, agents, employees,vendors,suppliers,contractors,subcontractors,anyone employed directly or indirectly by any of them or for whose acts they may be liable for any or all of them).Notwithstanding the foregoing, nothing herein shall be construed to require Partner to indemnify the City Indemnified Parties from any claim arising from the negligence or willful misconduct of the City Indemnified Parties. 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 Partner. 8. 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 patty Page 4 of 8 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 receiving party disclosed in a publicly available source;(e) is in.rightful possession of the receiving party without an obligation of confidentiality;: (d) is required to be disclosed by operation of law; or(e) is independently developed by the Partner without reference to information disclosed by the City. 9. CONFLICT.OF. INTEREST CLAUSE Each party 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. 10. 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 facsimile or other telegraphic communication in the manner provided in this Section, to the following persons: 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 Copies to: Parks, Recreation & Community Services Agency City of Santa Ana 20 Civic Center Plaza (M-23) P.O. Box 1988 Santa Ana, CA 92702 To Partner: The MRKT. Co., LLC 3900 W. Alameda Ave., 15"' Floor Burbank, California 91505 Attn: Nahir Wold, VP 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, Page 5 of 8 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. 11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Partner 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 City and by an authorized representative of, Partner. 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 Partner 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. 12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Partner., Partner may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation &-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 partners retained by City. 13. 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, 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 Partner 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 Partner 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 Partner the applicable share of Partner fees applicable to such cancelled portion of the Event. b. Cancellation by the Partner will be accepted only in writing. In the event of cancellation by Partner, not due to an event in section 13(a) of this Agreement or City's breach of this Agreement, Partner will remain obligated for 100%of the partnership fee, and City will retain the right to seek and retain an alternate partner in City's sole discretion. Page 6 of 8 14. NONDISCRIMINATION Partner 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 or any activities in.connection with this Agreement. Partner affirms that it is an equal opportunity employer and shall comply with all applicable federal,state and local laws and regulations. 15. 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. 16. PROFESSIONAL LICENSES Partner shall,..throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary 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. Partner 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 because for termination ofthis Agreement. 17. 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 City frilly, 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. [signature page follows] Page 7 of 8 SIGNATURE PAGE FOR PARTNERSHIP AGREEMENT WITH THE MRKT CO., LLC FOR TITLE LEVEL PARTNERSHIP IN WITNESS WHEREOF, the parties hereto have executed this Partnership Agreement the date and year first above written. ATTEST: CITY OF SA A ANA nifer ~M varo Nunez City CC rk City Manager APPROVED AS TO FORM: SONIA R. CARVALHO PARTNER City Attorney 5�Ile By, j Jonathan T. Marti z Name: Samantha R Rodriguez Assistant City Attorney Title: Promotions Coordinator RECOMMENDED FOR APPROVAL: #t Hawk Scott Executive Director of Parks, Recreation and Community Services Agency Page 8 of 8 EXHIBIT A CITY OF SANTA ARIA Parks. Recreation, & Community Services Agency Santa Ana 2025 Event Title Level Partnership: The N1RKT Co. Pn,-a a�,e Re ai— Program overview: The MRKT Co. will be providing a $25,000 partnership package consisting of a $15,000 financial contribution and in-kind contributions valued at $10,000 to the City of Santa's Parks, Recreation, and Community Services Agency (PRCSA) as an event Title Level Partner to participate in planning efforts for one city-wide grand event. In exchange, PRCSA will provide marketing recognition and designated exhibitor space. The allowable activations will provide opportunities for city-wide community engagement, distribution of information, interactive activities, and giveaways for participants. A per event Title Level Partnership agreement streamlines participation in PRCSA events, and outlines The MRKT Co. involvement. Both parties agree that event locations and dates are subject to change, and any necessary updates will be communicated by PRCSA in writing prior event date for the following: • Grand Event: o Fiestas Patrias ■ Saturday, September 13 & Sunday, September 14, 2025 ■ Downtown Santa Ana The MRKT Co.'s responsibilities: • A $15,000 financial contribution paid directly to PRCSA by Thursday, September 4. • In-kind contributions valued at $10,000 in-kind will be made up of the following: o Event activation for full duration of event ■ All equipment and supplied needed for activation including, but not limited to a 20'x20' canopy, tables, and chairs ■ Footprint set up and clean up to be conducted same day of event ■ Activation fully staffed and operating during all open hours of the event o Craft activities over the course of both days o Snack treats over the course of both days o Decor for photograph opportunities • Partner grants PRCSA the right to use Partner's trademark(s), trade name(s), logo designs and company descriptions as prepared and delivered to City by Partner in any medium of advertising, marketing materials, and/ or promotional goods distributed in conjunction with the Event and in accordance with the Partner's usage guidelines. PRCSA responsibilities: • Title Partner Level inclusions for event: o Partnership recognition in event(s) press release o Inclusion of Partner advertisement, marks, and/ or reference, as supplied by Partner, on signage as appropriate for the individual event that may include, but is not limited to main event marketing materials with logo placements, such as fliers, posters, and event signage THE CITY OF SANTA ANA 20 Co_,c Center Plaza , 2nd Floor - Saywi Ara. CA 92701 (714) 571-4200 • Web Site. avwiv santa-ana.orgfclepa(ti7-ients/pares-recreaticn o Logo placement on event website with City approved redirect link to https://disneyland.disneV.qo.coml o Designated advertising printed signage provided by PRCSA with Partner advertisement, marks, and/ or reference, as supplied by Partner, 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. o Designated exhibitor space (20'x20') during event o Minimum of 3 stage mentions at event • Additional on-stage promotion in the form of script and/ or digital display graphic based on availability o Social Media ■ Pre-event grid post on @santaanaparks • Day-of event social media acknowledgment in form of stories on @santanaparks • Post-event recap post caption mention on @santaanaparks o Inclusion in Community Engagement event activity THE CITY OF SANTA ANA 20 Civic Center Plaza • 2nd Floor - Santa Ana, CA 92701 (714) 571-4200 • Web Site: �ryavvv.santa-ana.orglciepartmentslparks-recreation AC" CERTIFICATE OF LIABILITY INSURANCE DATE(MMfDDNYYY) 1 1/1 912 024 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 United Agencies, Inc NAME CandyMontoya FAX 100 N. First Street#210 c • 818-643-2304 we No),818-643-2313 Burbank CA 91502 ADDRESS: cmontoya@unitedagencies.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Valley Fore Insurance Company 20508 INSURED TERRHIN-01 INSURER e:National Fire Insurance Company of Hartford 20478 The MRKT Co., LLC 3450 Cahuenga Blvd., Suite 501 INSURER C: Las Angeles CA 90068 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:41290970 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 ADDL SUBR POLICY EFF POLICY EXP TYPE OF INSURANCE LTR POLICY NUMBER MWDD1YYYY MMIDDIYYYY LIMITS A X COMMERCIAL GENERAL LIABILITY Y 1016411434 1113/2024 11/3/2025 EACH OCCURRENCE S1,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES Eaaccurrence $1.000,000 MED EXP(Any one person) 510,000 PERSONAL SADV INJURY 51,000,000 GEN'L AGGREGATE LIMIT APPLI ES PER: GENERAL AGGREGATE 52,000,000 X POLICY D PRO- JECT LOC PRODUCTS-COMPIOPAGG S2,000,000 OTHER: $ B AUTOMOBILE LIABILITY Y 6020725510 9/16/2024 9/16/2025 CO accident)EDSINGLE LIMIT $1,OOp,000 IX ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULEDBODILY INJURY Per accident $ AUTOS ONLY AUTOS ( )HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident $ A X UMBRELLA LIAB X OCCUR 2095568100 111312024 11/312025 EACHOCCURRENCE $10,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $10,000,000 DED I X I RETENTIONS $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTE ER ANYPROPRIETORIPARTNERIEXECUTIVE E.L.EACH ACCIDENT $ OFFICERlMEMBER EXCLUDED? ElNIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,descdhe under DESCRIPTION OF OPERATIONS below I E.L.DISEASE,POLICY LIMIT S DESCRIPTION OF OPERATIONS 1 LOCATIONS f VEHICLES (ACORD 101,Additional Remarks Schedule,may he attached if more space is required) Subject to all policy terms,conditions and exclusions. 30 days NOC except 10 for non-payment of premium. As respects GL:City of Santa Ana, its City Council,its officers,officials,employees,agents,and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of the Partner including materials,parts,equipment,and personnel furnished in connection with such work or operations where required by written contract per attached blanket endorsement including Primary non-contributory. As respects Auto Additional Insured included in Auto Coverage form CA0001.Umbrella policy follows form. Conditionally Conditions:valid WC policy(it expired on 711/25)and the APPROVED missing insurance documents by 4:00pm tomorrow,9111125. By Tu Tran Nguyen at 10:35 am,Sep 10,2025 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. The City of Santa Ana 20 Civic Center Plaza, 2nd Floor Santa Ana CA 92701 ALIT oRIZEDREPRESENr,4rIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD 236K ACcJRD� CERTIFICATE OF LIABILITY INSURANCE DATE(M 11l1912024 ) /2024 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 pollcy(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 endorsements. PRODUCER CONTACT AON RISK SERVICES SOUTH INC NAME: AOn Risk Services,Inc of Florida 3550 LENOX ROAD NORTHEAST PHONE FAX SUITE 1700 AIC No Ext:B33-506-1544 Arc No): ATLANTA GA 30326 ADDRESS; work.Gomp@trinet.com INSURER(S)AFFORDING COVERAGE NAIL# INSURER A: ACE American Insurance Company 22667 INSURED INSURER B: TrINet Group,Inc.LICIF The MRKT Co.LLC 1 Park Place,Suite 600 INSURER C: Dublin,CA 945684983 INSURER D; INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 15838050 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 TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSR WVO MMIDDfYYYY MMJBDIYYYY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES Ea occurrence $ MED EXP(Any oneperson} $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY ❑PROJECT❑LOC PRODUCTS-COMPIOPAGG $ OTHER $ COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY Ea accident $ ANY AUTO BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accldent $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAR CLAIMS-MADE AGGREGATE $ DEC I I RETENTION$ WORKERS COMPENSATION X STATUTE ORH AND EMPLOYERS'LIABILITY YI N A ANY PROPRIETORIPARTNER/EXECUTIVE WLR C5772ti350 E.L.EACH ACCIDENT $ 2,000,000 OFFICERIMEMBER EXCLUDED? NIA -- 07/01/2024 07/01/2025 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 2,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 1101,Additional Remarks Schedule,may be attached If more space is required) - Workers Compensation coverage is limited to worksite employees of The MRKT Co.LLC through a co-employment agreement with TriNet HR III,Inc.. CERTIFICATE HOLDER CANCELLATION City of Santa Ana SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Attention: Stephanie Garcia,City of Santa Ana,Parks,Recreation and Community THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Services ACCORDANCE WITH THE POLICY PROVISIONS. 20 Civic Center Plaza Santa Ana,CA 92701 AUTHORIZED REPRESENTATIVE oqon h eetviees (JoutA 2ne ©1988-2015 ACORD CORPORATION.Ail rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD CNA S Ed. 10-1 (Ed. 0-1 ) 9) POLICY: 1016411434 BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS TABLE OF CONTENTS 1. Blanket Additional Insured Provisions A. Additional Insured—Blanket Vendors B. Miscellaneous Additional Insureds C. Additional Provisions Pertinent to Additional Insured Coverage 1.a. Prima —Noncontributo rovision 1.b. Definition of"written contract" 2. Additional Insured--Extended Coverage Ill. Liability Extension Coverages A. Bodily Injury—Expanded Definition B. Broad Knowledge of Occurrence C. Estates, Legal Representatives and Spouses D. Fellow Employee First Aid E. Legal Liability—Damage to Premises F. Personal and Advertising Injury.-Discrimination or Humiliation G. Personal and Advertising Injury—Broadened Eviction H. Waiver of Subrogation—Blanket I. BLANKET ADDITIONAL INSURED PROVISIONS A. 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 under a "written contract" 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: m 1. The insurance afforded the vendor does not apply to: 7 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, A O b. Any express warranty unauthorized by you; A tV 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; f. 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 boon labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or SB146932G(10-19) Page 1 of 7 Copyright,CNA All Rights Reserved. SB146932G (Ed. 10-19) h. 'Bodily injury" or"property damage"arising out of the sole negligence of the vendor for its own acts or omissions 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. B. MISCELLANEOUS ADDITIONAL INSUREDS 1. Who Is An Insured is amended to include as an insured any person or organization (called additional insured) described in paragraphs 3.a. through 3.j. below whom you are required to add as an additional insured on this policy under a "written contract." 2. However, subject always to the terms and conditions of this policy, including the limits of insurance, we will not provide the additional insured with: a. A higher limit of insurance than required by such"written contract;" b. Coverage broader than required by such "written contract" and in no event greater than that described by the applicable paragraph a. through k. below;or c. Coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard." But this paragraph c. does not apply to the extent coverage for such liability is provided by paragraph 3.j.below. Any coverage granted by this endorsement shall apply only to the extent permitted by law. 3. Only the following persons or organizations can qualify as additional insureds under this endorsement: a. Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: (1) such person or organization's financial control of you; or (2) Premises such person or organization owns, maintains or controls while you lease or occupy these premises; provided that the coverage granted to such additional insureds does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. b. 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 for "bodily injury," "property damage" or"personal and advertising injury" as co- owner of such premises. c. Grantor of Franchise Any person or organization that has granted a franchise to you, but only with respect to such person or organization's liability for "bodily injury," "property damage," or "personal and advertising injury" as grantor of a franchise to you. SB146932G(10-19) Page 2 of 7 Copyright.CNA All Rights Reserved. SB146932G (Ed. 10-19) d. Lessor of Equipment Any person or organization from whom you lease equipment, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused in whole or in part by your maintenance, operation or use of such equipment, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury"takes place prior to the termination of such lease. e. Lessor of Land Any person or organization from whom you lease land, but only with respect to liability for"bodily injury," "property damage" or"personal and advertising injury" arising out of the ownership, maintenance or use of that specific part of the land leased to you, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury,"takes place prior to the termination of such lease.The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. f. Lessor of Premises An owner or lessor of premises leased to you, or such owner or lessor's real estate manager, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of the ownership, maintenance or use of such part of the premises leased to you, and provided that the "occurrence" giving rise to such "bodily injury" or"property damage" or the offense giving rise to such "personal and advertising injury,"takes place prior to the termination of such lease, The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by,on behalf of or for such additional insured. g. Mortgagee,Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee, or receiver's liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of the ownership, maintenance, or use of a premises by you. This insurance does not apply to structural alterations, now construction or demolition operations performed by, on behalf of or for such additional insured. h. State or Political Subdivisions A state or government agency or subdivision or political subdivision that has issued a permit or authorization, but only with respect to such government agency or subdivision or political subdivision's liability for"bodily injury,""property damage"or"personal and advertising injury"arising out of: (1) The following hazards in connection with premises you own, rent, or control and to which this s insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway N openings, sidewalk vaults, street banners, or decorations and similar exposures; or (b) The construction, erection,or removal of elevators; or (c) The ownership, maintenance or use of any elevators covered by this insurance; or (2) The permitted or authorized operations performed by you or on your behalf. But the coverage granted by this paragraph does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or government agency or subdivision or political subdivision; or (b) "Bodily injury" or "property damage" included within the "products-completed operations hazard." With respect to this provision's requirement that additional insured status must be requested under a ...... "written contract,"we will treat as a "written contract"any governmental permit that requires you to add the governmental entity as an additional insured. SB146932G(10-19) Page 3 of 7 Copyright,CNA All Rights Reserved. SB146932G (Ed. 10-19) 1. Trade Show Event Lessor With respect to your participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom you are required to include as an additional insured, but only with respect to such person or organization's liability for "bodily injury," "property damage," or "personal and advertising injury"caused by: a. Your acts or omissions;or b. Acts or omissions of those acting on your behalf; in the performance of your ongoing operations at the trade show premises during the trade show event. j. Other Person or Organization Any person or organization who is not an additional insured under paragraphs a. through 1. above. Such additional insured is an insured solely for "bodily injury," "property damage" or "personal and advertising injury"for which such additional insured is liable because of your acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: (1) For "bodily injury," "property damage," or "personal and advertising injury" arising out of the rendering or failure to render any professional services; (2) For "bodily injury" or "property damage" included in the "products-completed operations hazard."But this provision(2)does not apply to such"bodily injury"or"property damage"if: (a) It is entirely due to your negligence and specifically results from your work for the additional insured which is the subject to the"written contract"; and (b) The"written contract'requires you to make the person or organization an additional insured for such"bodily injury"or"property damage";or (3) Who is afforded additional insured coverage under another endorsement attached to this policy. C. ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE 1. With respect only to additional insured coverage provided under paragraphs A.and B.above: a. The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition entitled Other Insurance: This insurance is excess of all other insurance available to an additional insured whether primary, excess, contingent or on any other basis. However, if a"written contract" requires that this insurance be either primary or primary and noncontributing, then this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. b. Under Liability and Medical Expense Definitions,the following definition is added: "Written contract" means a written contract or agreement that requires you to make a person or organization an additional insured on this policy, provided the contract or agreement: (1) Is currently in effect or becomes effective during the term of this policy; and (2) Was executed prior to: (a) The"bodily injury"or"property damage;"or (b) The offense that caused the"personal and advertising injury"; for which the additional insured seeks coverage. 2. With respect to any additional insured added by this endorsement or by any other endorsement attached to this Coverage Part,the section entitled Who Is An Insured is amended to make the following natural persons insureds. If the additional insured is: a. An individual, then his or her spouse is an insured; 5B146932G (10-19) Page 4 of 7 Copyright,CNA All Rights Reserved. S B 146932G (Ed. 10-19) b. A partnership orjoint venture, then its partners, members and their spouses are insureds; c. A limited liability company,then its members and managers are insureds; d. An organization other than a partnership, joint venture or limited liability company, then its executive officers, directors and shareholders are insureds;or e. Any type of entity, then its employees are insureds; but only with respect to locations and operations covered by the additional insured endorsement's provisions, and only with respect to their respective roles within their organizations. Furthermore, employees of additional insureds are not insureds with respect to liability arising out of: (1) "Bodily injury" or "personal and advertising injury" to any fellow employee or to any natural person listed in paragraphs a.through d. above; (2) "Property damage"to property owned, occupied or used by their employer or by any fellow employee; or (3) Providing or failing to provide professional health care services. II. LIABILITY EXTENSION COVERAGES It is understood and agreed that this endorsement amends the BusineSSownerS Liability Coverage Form. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do not apply. A. Bodily injury—Expanded Definition Under Liability and Medical Expenses Definitions, the definition of"Bodily injury" is deleted and replaced by the following: "Bodily injury" means physical 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 physical injury, sickness or disease. B. Broad Knowledge of Occurrence Under Businessowners Liability Conditions, the Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended to add the following: Paragraphs a. and b. above 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; a (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; O (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 applies separately to you and any additional insured. C. Estates, Legal Representatives and Spouses The estates, heirs, legal representatives and spouses of any natural person insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives and spouses only for claims arising solely out of their capacity as such and, in the case of a spouse, where such claim seeks damages from marital common property, jointly held property, or property transferred from such natural person insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative or spouse outside the scope of such person's capacity as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are insureds with respect to such spouses'acts, errors or omissions in the conduct of the Named Insured's business. SB146932G (10-19) Page 5 of 7 Copyright,CNA All Rights Reserved. SB146932G (Ed. 10-19) D. Fellow Employee First Aid Coverage In the section entitled Who Is An Insured, paragraph 2.a.1, is amended to add the following: The limitations described in subparagraphs 2.a.1.(a), (b) and (c) do not apply to your "employees" for "bodily injury"that results from providing cardiopulmonary resuscitation or other first aid services to a co-"employee" or "volunteer worker" that becomes necessary while your "employee" is performing duties in the conduct of your business. Your "employees" are hereby insureds for such services. But the insured status conferred by this provision does not apply to "employees" whose duties in your business are to provide professional health care services or health examinations. E. Legal Liability--Damage To Premises 1. Under B. Exclusions, 1.Applicable to Business Liability Coverage, Exclusion k. 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. 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." 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the following paragraph is added, and replaces the similar paragraph, if any, beneath paragraph (14) of the exclusion entitled Personal and Advertising Injury: Exclusions c, d, e, f, g, h, i, k, I, 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. SB146932G (10-19) Page 6 of-7 I Copyright,CNA All Rights Reserved. SB146932G (Ed. 10-19) 3. The first Paragraph under item S. Damage To Premises Rented To You Limit of the section entitled 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. The Damage to Premises Rented to You Limit is the greater of: a. $1,000,000; or b. The Damage to Premises Rented to You Limit shown in the Declarations. F. Personal and Advertising Injury—Discrimination or Humiliation 1. Under Liability and Medical Expenses Definitions, the definition of "personal and advertising injury" is amended to add the following: 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. 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the exclusion entitled Personal and Advertising Injury is amended to add the following additional exclusions: (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)Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any insured. (17)Fines or Penalties R Fines or penalties levied or imposed by a governmental entity because of discrimination. 3. This provision (Personal and Advertising Injury — Discrimination or Humiliation) does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by 0 endorsement. N G. Personal and Advertising Injury-Broadened Eviction Under Liability and Medical Expenses Definitions, the definition of "Personal and advertising injury" is amended to delete Paragraph c. and replace it with the following: c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of its owner, landlord or lessor. H. Waiver of Subrogation—Blanket 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. All other terms and conditions of the Policy remain unchanged. i SB146932G (10-19) Page 7 of 7 I Copyright,CNA All Rights Reserved.