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HomeMy WebLinkAboutRICHARD WATSON & GERSON APC INSURANCE ON FILE WORK MAY PROCEED A-2025-194 EINI! li;5ll'„,NCE EXPi a _1UUtZD2v_ _. Ci�'r CLERK -- - OArE DEC 15 o G14o ( ) LEGAL SERVICES AGREEMENT WITH Davt0 Cirri nirlv��(pz} RICHARDS WATSON& GERSHON This AGREEMENT, made and entered into this 2nd day of December, 2025, by and between Richards Watson & Gershon, a California Professional Corporation ("Attorneys"), and the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the constitution and laws of the State of California ("City"). Collectively, City and Attorneys are also referred to as "the Parties." RECITALS A. The City of Santa Ana and the City Attorney's Office desire to employ Attorneys to assist the in-house attorneys for the City("City Attorney") in the provision of legal services to the City, for general municipal law advisory and litigation matters. B. Attorneys represent that they are licensed to practice law in the State of California, have special experience and knowledge providing general municipal law advisory and litigation services and desire to undertake said service. 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. RETENTION OF ATTORNEYS On an as-needed basis, and at the sole discretion of the City, City hereby agrees to and does retain Attorneys, for the compensation hereinafter specified, to assist the City Attorney with general municipal advisory and litigation matters, including but not limited to, elections matters filed against the City and to defend the City, its employees and its officials. Attorneys accept said retention and agree to perform, in a timely and efficient manner, all such services as may be requested by the City Attorney. Attorneys shall confirm their acceptance of work requested by City in writing by e-mail or letter. 2. COMPENSATION FOR SERVICES RENDERED a. City agrees to compensate Attorneys, and Attorneys agree to accept from City, as and for payment in full for all services for the foregoing services, all attorneys will bill their time at $335/hour, all paralegals will bill their time at$195/hour, and time will be billed in 1/loth of an hour increments. b. The total sum to be expended under this Agreement for attorney's fees and out of pocket expenses, during the initial term of this Agreement shall not exceed three hundred fifty thousand dollars and zero cents ($350,000.00). Parties agree that any remaining budget available from the initial term shall be made available for any optioned extension period. If needed, any increase in the overall compensation amount listed here, shall be subject to approval by the City Council of the City of Santa Ana. C. The compensation includes payment of invoices since May 1, 2025. This amount is included and does not increase the not-to-exceed amount set forth above. 1 d. City agrees to reimburse Attorneys for out-of-pocket expenses, including but not limited to, mileage, copying costs, service of process, and mail services authorized by the City Attorney in connection with the performance of duties under this Agreement. i. In-house printing,copying,and reproduction charges will be reimbursed at the rate of 20 cents per page. ii. The City will not reimburse Attorneys for Lexis,Westlaw or other paid legal research subscription services for ordinary legal research. However, the City will reimburse Attorneys for extraordinary legal research costs related to a complex legal matter or assignment and if pre-approved in writing by the City Attorney. iii. The City will not reimburse Attorneys for ordinary document management systems used for discovery purposes unless such technology is deemed necessary by the City Attorney and if pre-approved in writing by City Attorney. iv. Attorneys agree to directly pay for vendors,consultants,or experts,and then seek reimbursement from the City. V. Attorneys agree to seek authorization from City Attorney before retaining experts and consultants, vi. Automobile travel will be reimbursed at the standard mileage rate in effect at the time of billing by the Internal Revenue Service. vii. Any costs in excess of$5,000 require City Attorney approval prior to incurring the expense. All expenses must have supporting documentation submitted with the invoice. 3. METHOD OF PAYMENT Attorneys shall submit a monthly statement specifying the services performed, dates and number of hours,and an itemization of expenses related thereto with supporting documentation(i.e. receipts, invoices, copy of check, etc.). City acknowledges that the fees incurred for work performed by Attorneys on its behalf are due and owing within 30 days of the work being performed. At Attorneys' discretion, they may choose to defer payment. Notwithstanding this, City agrees that it shall tender payment within 30 days of written demand by Attorneys for payment. Unless expressly stated thereon, monthly statements generated by Attorneys shall not constitute written demand, but shall simply be a written reflection of work performed and fees incurred. City will not pay interest on unpaid monthly statements. City and Attorneys agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. City acknowledges that Attorneys have executed the City's standard ACH Vendor Payment Authorization and provided required documentation, and, upon verification of the data provided, the City will be and is authorized to deposit payments directly into Attorneys' account(s)with financial institutions. 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. 4. CONTROL OF LEGAL MATTERS Attorneys agree that each and every matter or proceeding in which they undertake to assist the City Attorney, as aforesaid, shall be and remain under, and subject to the control and direction of said City Attorney at all stages, and that they shall at all times keep the City Attorney informed of all matters pertaining thereto. City will keep Attorneys informed of all significant developments in matters relating to any representation undertaken by Attorneys. Attorneys further agree, if and when their retention hereunder is terminated by City, as 2 hereinafter specified, they shall return to City Attorney any and all files then in their possession concerning each and every matter or proceeding in which they represented the City pursuant to this Agreement. 5. REPORTING REQUIREMENTS Attorneys agree to keep the City Attorney, and any other person(s) designated by the City Attorney, informed of significant events in the Actions, including but not limited to trial date, filing of motions for summary judgment, hearing date for motion for summary judgment, settlement conference date, and mediation date. Attorneys also agree to provide the following reports: a. 45-day initial evaluation of case and budget; b. Pre-trial report 90 days before trial; and C. Regular trial reports during trial. 6. TERM The term of this Agreement shall commence on the date first written above, and terminate on December 1,2028,unless terminated earlier pursuant to Section 15 below. The term of this Agreement may be extended for up to one (1) year upon a writing executed by both Parties, including the City Manager and the City Attorney, 7. INDEPENDENT CONTRACTORS It is mutually agreed by and between the Parties that, in the performance of their covenants hereunder,Attorneys are and shall be independent contractors, and not officers or employees of City. 8. INSURANCE Prior to undertaking performance of work under this Agreement,Attorneys shall maintain and shall require any subcontractors to obtain and maintain insurance as described below for the entire Term of this Agreement against claims for injuries to persons or damage to property which may arise from or in connection with services,products and materials supplied to City. Total cost of such insurance shall be borne by Attorneys. MINIMUM SCOPE AND LIMIT OF INSURANCE 1. Commercial General Liability(CGL): Insurance Services Office Form CG 00 01 covering CGL on an"occurrence" basis, including products and completed operations, property damage,bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence and$2,000,000 aggregate. Required policy limits can be met with primary and umbrella/excess insurance policies. 2. Automobile Liability(AL): Insurance Services Office Form CA 00 01 covering Code 1 (any auto), or if Attorneys have no owned autos, Code 8 (hired) and 9 (non-owned), with limits no less than$1,000,000 combined single limits. In the event Attorneys does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance. 3. Workers' Compensation (WC): 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 3 accident, policy or employee, for bodily injury or disease. Coverage is not required if Attorneys has no employees and signs request to waive such insurance. 4. Professional Liability(PL)/Errors and Omissions: with limits no less than$2,000,000 per occurrence or claim, and $2,000,000 aggregate. If Attorneys maintains broader coverage and/or higher limits than the minimum requirements for each line of coverage shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Attorneys. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions The above required insurance policies are to contain or be endorsed to contain the following provisions: 1. City, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds,under Attorneys' COL and AL policies, with respect to any liability arising out of work or operations performed by or on behalf of the Attorneys including materials, parts, equipment, and personnel furnished in connection with such work or operations. 2. Attorneys' 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 Attorneys' CGL,AL, and WC policies which arise from work performed by Attorneys under this Agreement. 3. For any claims related to this contract, Attorneys' 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. 4. A severability of interest provision must apply under the CGL and AL policies for all the additional insureds, ensuring that Attorneys' insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. S. Insurance policies required herein other than PL/Errors &Omissions policies 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 of premium. 6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: Laura Rossini, 20 Civic Center Plaza, M-29, Santa Ana, CA 92701. The name and location of project must be included in the Description of Operations section of each certificate. Self-Insured Retentions 4 Self-insured retentions must be declared to and approved by the City. Attorneys have declared to the City that they have a $250,000 self-insured retention for professional liability insurance and City has approved that level. 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 A:VII,unless otherwise acceptable to City. Verification of Coverage Attorneys 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 before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Attorneys' obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Attorneys may provide redacted policies or specimen forms in order to prevent the disclosure of material Attorneys deem confidential,privileged, or trade secret information. Special Risks or Circumstances City reserves the right to modify these requirements, including limits,based on the nature of the risk,prior experience, insurer, coverage, or other special circumstances. 9. INDEMNIFICATION Attorneys agree to and shall indemnify and hold harmless the City, its officers, agents, employees, and representatives from liability for personal injury, damages, restitution,judicial or equitable relief to the extent caused by Attorneys' negligent or wrongful performance or conduct related to this Agreement. 10. CONFIDENTIALITY All information and documents shared with Attorneys as well as all work performed by Attorneys in connection with this Agreement should be treated as strictly confidential. Moreover, all communications between Attorneys and City shall be treated as protected by the attorney-client privilege and the attorney work product doctrine. Accordingly, information received by Attorneys from City should be kept in a secure place, and no information about this work may be disclosed to any third party without City's prior written approval. Attorneys shall provide materials directly to the City Attorney, Sonia Carvalho, or selected members of her office, as directed by the City Attorney. All such information and any written product in connection with Attorneys` retention under this Agreement, shall be marked as "PRIVILEGED AND CONFIDENTIAL / ATTORNEY-WORK PRODUCT" and shall be the property of the City Attorney's Office, and shall be returned/provided to the Office of the City Attorney with all copies upon the request of the City Attorney. 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 Attorneys, disclosed in 5 a publicly available source; (c) is in rightful possession of the Attorneys without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Attorneys without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Attorneys covenant that it presently has no interests and shall not have interests, direct or indirect,that would conflict in any manner with performance of services specified under this Agreement. 12. 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: City Clerk City of Santa Ana 20 Civic Center Plaza(M-30) P.O. Box 1988 Santa Ana, California 92702-1988 Facsimile (714) 647-6956 Courtesy Copy: City Attorney City of Santa Ana 20 Civic Center Plaza(M-29) P.O.Box 1988 Santa Ana, California 92702 Facsimile (714) 647-6515 To Attorneys: Attention-Saskia Asamura,Esq. Richards Watson&Gershon APC 350 South Grand Avenue, 37a'Floor Los Angeles, California 90071 Fax (213) 626-0078 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,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, 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. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Attorneys, 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 6 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 Attorneys. 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 Attorneys 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 Parties,which are not embodied herein. 14, ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Attorneys, Attorneys 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 of this Agreement performed by City personnel or by other Attorneys retained by City. 15, TERMINATION This Agreement may be terminated by City at any time. In such event, Attorneys shall be entitled to receive and the City shall pay Attorneys compensation for all services performed by Attorneys prior to receipt of such notice of termination. Asa condition of such payment, Attorneys shall deliver to the City all files and records generated under this Agreement as of such date. Attorneys may terminate this agreement, subject to their obligation to provide written reasonable notice of at least thirty (30) days to arrange alternative representation. In such case, City agrees to secure new counsel as quickly as possible and to cooperate fully in the substitution of the new counsel as counsel of record in the Actions. 16. NON-DISCRIMINATION Attorneys shall not discriminate because of race, color, creed, religion,sex,marital status,sexual orientation,gender identity,gender expression,gender,medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training,utilization,promotion,termination or other employment related activities or any services provided under this Agreement.Attorneys affirm that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 17. JURISDICTION—VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both Parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. MISCELLANEOUS PROVISIONS Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement,and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not,in fact,held by the signatory or is withdrawn. 7 19. COUNTERPARTS; SIGNATURES This Agreement may be executed in counterparts, secured via facsimile transmission or otherwise, each of which shall be deemed to be an original. Photocopies of any executed counterpart shall have the same force and effect as an original. City further acknowledges that it has read and received a copy the full text Section 6148 of the California Business and Professions Code prior to signing this Agreement. 20. NO GUARANTEES City understands and acknowledges that there are certain risks and uncertainties in the pursuit of any matter for which Attorneys have been retained, that law is not an exact science, that Attorneys have made no representations or guarantees of success regarding the conclusion of any particular matter, and that all expressions relative thereto are matters of Attorneys' opinion only. In other words, Attorneys make no representations or guarantees of success regarding any matter. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement the day and year first above written. ATTEST: CITY OF SANTA ANA R�- NNIF LL AL AR NUNEZ City Cler City Manager APPROVED AS TO FORM: RICHARDS WATSON &GERSHON SONIA R. CARVALHO JASK ssion4TAUk tion City Attorney By:i Duhoz-.LAURA A.ROSSI I A AS Chief Assistant City Attorney Shareholder s 8 Quintana, David From: Quintana, David Sent: Wednesday, December 3, 2025 12:44 PM To: RM D Cc: Plotnik, Elizabeth. Subject: Insurance Request or Request for COI Review Attachments: Santa Ana PL Insurance 2025-2026(2127274.1).pdf; Santa Ana Ins Certificate(2127273.1).pdf, RWG Agreement-signed by RWG and CAO(2120476.2).pdf Request Type (check only one): ❑ Standard COI Review— Risk Management will review and approve insurance documents submitted. This applies to PO, Event, Permit, and Agreements. All fields required to advance the process—do not delete or modify. City Contact Department: City Attorney's Office Project Manager Name: David Quintana Project Manager Email: dquintana@santa-ana.org Contract Details: Business Name: Richards Watson &Gerson Agreement Number and Agreement Lmk:. .. ...... _ .. .. __. _...._. ...... ... _......_ g TBD,just approved by Council _.. Brief description of services: Legal Services Contractor/Insured Contact Contact Name: Contact Email Address: Contact Phone: Insurance Contact (may be found at top right of the ACORD form) Contact Name: Vigilant Insurance and Marsh Risk & Ins. Co. Contact Email Address: Contact Phone: David Quintana Sr.Paralegal and Sr.Legal Management Analyst City of Santa Ana/CityAttorneys Office 20 Civic Center Plaza,M-29 Santa Ana, CA 92701 Phone- (714) 647-6990 Fax- (714) 647-6515 wvrw.santa ana.oi� 1 I This email is confidential and may be protected from disclosure by the attorney-client and/or work-product privilege. This email is intended for the person to whom it is addressed. If you receive this email in error,please advise the sender and delete the original email and any forwarded version of the same. No claim of privilege is waived by sending the email in error to a third party. 2 RICHWAT-03 LRIVERA R�° CERTIFICATE OF LIABILITY INSURANCE FDATE,MMr°°IYYYY) `-� 12/3/2025 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(les)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 ONTACT Laura Rivera Acrisure West Insurance Services,LLC PHONE PAX 1950 W Corporate Way (AEC,No,Ext): Arc,No): #1 E-MAIL ,Iarivera@acrisure.COm Anaheim,CA 92801-5373 INSURERS AFFORDING COVERAGE NAIC N INSURER A:Vigilant Insurance Company 20397 INSURER INSURERS:Federal Insurance Company 20281 Richards,Watson&Gershon INSURER C: 350 South Grand Ave.,37th Floor INSURER D; Los Angeles,CA 90071.3101 INSURER E ENSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LTRp pp LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE 1,000,000 CLAIMS-MADE X OCCUR 35293250 10/1/2025 10/1/2026 DAMAGE To RENTED 1,000,000 X X PREM SEE Ea occurr $ MED EXP(Any one arson $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY JECT [XI LOC PRODUCTS-COMPIOPAGG $ Included OTHER: B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 ANYAUTO X 74967929 10/1/2025 10/1/2026 BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ X H�RED X NpN-OWNED PROPERTY DAMAGE A TOS ONLY AUTOS ONLY Per accident $ B X UMBRELLA LIAR X OCCUR EACH OCCURRENCE 9,aoo,00a EXCESS LIAB CLAIMS-MADE 79611586 10/1/2025 10/1/2026 AGGREGATE 9,000,000 ❑ED RETENTION$ 13 WORKERS COMPENSATION X AND EMPLOYERS'LU�BILITY PER ORTH- ANYPROPRIETORfPARTNEWEXECUTIVE YIN X 71726476 1011I2025 101112026 1,000,000 �FF'ICE fMEMRER EXCLUDED? ® N r A E.L.EACH ACCIDENT $ (MandatoryinNH' E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT DESCRIPTION OF OPERATIONS!LOCATIONS I VEHICLES (ACORD 101,Additional Romarks Schedule,may be attached if mores ace Is required) City of Santa Ana,Its employees,officers and agents are named as an Additional Insured as required by written contract per Endorsement Form#80-02-2367 attached. Auto,General Liability and Workers Compensation Included Waiver of Subrogation per endorsement#CA044410113180-02-2362NVC001313 attached. Coverage subject to policy terms,conditions and exclusions. 30-day notice of cancellation applies to the certificate holder in event of cancellation except for non-payment of premium is 10 days(#80-02-9717). TU Tra IY nlgrtally signed by .Tu Tran Nguyen G 7.1106-O 204 Nguyeh APPROVED- CERTIFICATE HOLDER CANCELLATION By To Tran-Nguyen of 7:10 am;Dec 04,2025 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Santa Ana THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN y ACCORDANCE WITH THE POLICY PROVISIONS. 20 Civic Center Plaza,5th floor Santa Ana,CA 92701 AUTHORIZED REPRESENTATIVE ACORD 25(2016103) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DATE(MMIDDIYYYY) ,4�orro►� CERTIFICATE OF LIABILITY INSURANCE 1111112025 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 Risk&Insurance Services NAME' CA License#0437153 PHGNE VC,No): 633 W.Fifth Street,Suite 1200 E-MAIL Las Angeles,CA 90071 ADDRESS: Attn:LosAngeles.CedRequest@marsh.com INSURERS AFFORDING COVERAGE NAIC it CN102325063-FINPR-E&O-25-26 INSURERA: Evanston Insurance Company 35378 INSURED Richards,Watson&Gershon INSURER B: Endurance American Specialty Insurance Company 41715 350 S.Grand Avenue,37th Floor INS➢RER G: Columbia Casualt Company 31127 Las Angeles,CA 90071 INSURER D INSURER E INSURER F COVERAGES CERTIFICATE NUMBER: LOS-002185652-49 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF fNSURANCE 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 ADDTYPE OF INSURANCE INSD WVDSUBR POLICY NUMBER POLICY I MMfDDIYYYY MMlDD EFF Y EXP LTR IYYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE ❑ OCCUR DAMAGE TO RENTED PREMISES Ea occurrence 5 MED EXP(Any one person) 5 PERSONAL&ADV INJURY GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ JECT POLICY PRO LOG PRODUCTS-COMPIOP AGG $ OTHER: $ AUTOMOBILE LIABI LITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB HCLAIMS-MADE AGGREGATE $ DED I I RETENTIONS $ WORKERS COMPENSATION PER 0TH- AND EMPLOYERS'LIABILITY Y f N STATUTE ER ANYPROPRIETOPJPARTNERlEXECUTIVE N!A E.L.EACH ACCIDENT $ OFFICERIMEM5EREXCLUDED? (Mandatory in NH) E.L.OISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L_DISEASE-POLICY LIMIT $ A Lawyers Professional Liability MKLV1 PLA000935 11108/2025 11l0812026 Each aaim 5,000,000 B LPN30013096204 11108/2025 1110812026 Self InsuredRetention 250,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) APPROVED By Tu Tran Nguyen at 7:10 am,Dec 04,2025 CERTIFICATE HOLDER CANCELLATION City of Santa Ana SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Risk Management Division THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 Civic Center Plaza,4th floor ACCORDANCE WITH THE POLICY PROVISIONS. Santa Ana,CA 92701 AUTHORIZED REPRESENTATIVE 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD C H U B SO Policy Conditions Endorsement Policy Period OCTOBER 1,2025 TO OCTOBER 1,2026 Effective Date OCTOBER 1,2025 Policy Number 3529-32-50 WUC Insured RICHARDS WATSON&GERSHON A PROFESSIONAL CORPORATION Name of Company VIGILANT INSURANCE COMPANY Date Issued JULY 18,2025 This Endorsement applies to the following forms: COMMON POLICY CONDITIONS The following changes are made as respects exposures in the state of California Under Conditions,the provisions titled Cancellation and When We Do Not Renew are deleted and replacedby the following: Conditions Cancellation The first named insured may cancel this policy or any of its individual coverages at any time by sending us a written request or by returning the policy and stating when thereafter cancellation is to take effect. A. All Policies In Effect For 60 Days or Less If this policy has been in effect for less than 60 days and is not a renewal of a policy we have issued,we may cancel this policy or any of its individual coverages by mailing or delivering to the fast named insured at the mailing address shown in the policy and to the producer of record,advance written notice of cancellation,stating the reason for cancellation and effective date of cancellation at least: I. 20 days before the effective date of cancellation if we cancel for; a, nonpayment of premium;or b. discovery of fraud by; (1) any insured or his or her representativein obtaining this insurance;or Policy Condldons California Mandatory—Cancellatlon And Nonrenswal congnued Form 8d-02-9717(Rev.9-15) Endorsement Page 1 Conditions Cancellation (2) you or your representative in pursuing a claim under this policy. (continued) 2. 60 days before the effective date of cancellationif we cancel for any other reason. B. All Policies In Effect For More Than 60 Days 1. If this policy has been in effectfor more than 60 days,or is a renewal of a policy we issued,we may cancel this policy or any of its individual coverages only upon the occurrence,after the effective date of the policy,of one or more of the following: a. Nonpayment of premium,including payment due on a prior policy we issued and due during the current policy term covering the same risks. b. Discovery of fraud or material misrepresentation by; (1) any insured or his or her representative in obtaining this insurance;or (2) you or your representative in pursing a claim under this policy. C. A judgment by a court or an administrative tribunal that you have violated a California or Federal law,having as one of its necessary elements an act which materially increases any of the risks insured against. d. Discovery of willful or grossly negligent acts or omissions,or of any violations of state laws or regulations establishing safety standards,by you or your representative,which materially increase any of the risks insured against. e. Failure by you or your representative to implement reasonable loss control requirements,agreed to by you as a condition of policy issuance,or which were conditions precedent to our use of a particular rate or rating plan,if that failure materially increases any of the risks insured against. f. A determination by the Commissioner of Insurance that the: (1) loss of,or changes in,our reinsurance covering all or part of the risk would threaten our financial integrity or solvency;or (2) continuation of the policy coverage would place us in violation of California law or the laws of the state where we are domiciled or threaten our solvency. g. A change by you or your representative in the activities or property of the commercial or industrial enterprise,which results in a materially added, increased or changed risk,unless the added,increased or changed risk is included in the policy. 2. We will mail or deliver advance written notice of cancellation,stating the reason for cancellation and effective date of cancellationto the first named insured at the mailing address shown on the policy and to the producer of record at least: a. 20 days before the effective date of cancellation if we cancel for a reason listed in B.La.or b.above;or b. 60 days before the effective date of cancellation if we cancel for any other reason listed in paragraph B,1. Policy Conditions Califamta Mandatory—Cancellation And Nonrenewal continued Form 80-02-9717(Rev.9-15) Endorsement Page 2 C H U B S® Policy Conditions Endorsement Effective Date OCTOBER 1,2025 Policy Number 3529-32-50 WCTC Conditions Cancellation C. Residential Property (continued) This provision applies to ro real on coverage g property which is used predominantly for residential purposes and consisting of not more than four dwelling units,and to coverage on tenants'household personal property in a residential unit,if such coverage is written under this policy: 1. If such coverage has been in effect for 60 days or less,and is not a renewal of coverage we issued,we may cancel this coverage for any reason,except as provided in 2.and 3.below. 2. We may not cancel such coverage solely because the first named insured has: a. accepted an offer of earthquake coverage;or b. cancelledor did not renew a policy issued by the California Earthquake Authority(CEA) that included an earthquake policy premium surcharge. However,we shall cancel this policy if the first named insured has accepted a new or renewal policy issued by the CEA that includes an earthquake policy premium surcharge but fails to pay the earthquake policy premium surcharge authorizedby the CEA. 3. We may not cancel such coverage solely because corrosive soil conditions exist on the premises.This restriction(3.)applies only if the coverage provided under this policy excludes loss or damage caused by or resulting from corrosive soil conditions, If notice of cancellation is mailed,proof of mailing will be sufficient proof of notice. If this policy is cancelled,we will send the named Insured any premium refund due,as soon as practicable.The refund,if any,will be on a pro rata basis.However,the refund may be less than pro rata if we have made a loan to you for the purpose of payment of premium for this policy. The cancellationwill be effective even if we have not made or offered a refund. Nonrenewal A. Subject to the provisions of paragraphs B.and C.below,if we elect not to renew this policy, we will mail or deliver written notice stating the reason for nonrenewal to the first named insured and to the producer of record,at least 60 days,but not more than 120 days,before the expiration or anniversary date. We will mail or deliver our notice to the first named insured and to the producer of record,at the mailing address shown in the policy. Policy Conditions Caftfamis Mandatory--Cancellation And Nonrenewal con fled Form SO-02-9717(Rov_9-15) Endorsemant Page 3 Conditions Nonrenewal B. This provision applies to coverage on real property which is used predominantly for (continued) residential purposes and consisting of not more than four dwelling units,and to coverage on tenants'household personal property in a residential unit,if such coverage is written under this policy: 1. We may elect not to renew such coverage for any reason,except as provided in 2, through 4.below. 2. We will not refuse to renew such coverage solely because the first named insured has accepted an offer of earthquake coverage. However,the following applies only to insurers who are associate participating insurers as establishedby Cal.Ins.Code Section 10089.16.We may elect not to renew such coverage after the first named insured has accepted an offer of earthquake coverage,if one or more of the following reasons applies: a. the nonrenewal is based on sound underwriting principles that relate to the coverages provided by this policy and that are consistent with the approved rating plan and related documents filed with the Department of Insurance as required by existing law; b. the Commissioner of Insurance finds that the exposure to potentional losses will threaten our solvency or place us in a hazardous condition.A hazardous condition includes,but is not limited to,a condition in which we make claims payments for losses resulting from an earthquake that occurred within the preceding two years and that required a reduction in policyholder surplus of at least 25%for payment of those claims;or C. we have: (1) lost or experienced a substantial reduction in the availability or scope of reinsurance coverage;or (2) experienced a substantial increase in the premium.charged for reinsurance coverage of our residential property insurance policies,and. the Commissioner has approved a plan for the nonrenewals that is fair and equitable,and that is responsive to the changes in our reinsurance position. 3. We will not refuse to renew such coverage solely because the fast named insured has cancelledor did not renew a policy,issued by the California Fxthquake Authority that included an earthquake policy premium surcharge. 4. We will not refuse to renew such coverage solely because corrosive soil conditions exist on the premises.This restriction(4.)applies only if the coverage provided under this policy excludes loss or damage caused by or resulting from corrosive soil conditions. C. We are not required to send notice of nonrenewal in the following situations: 1. If the transfer or renewal of a policy,without any changes in terms,conditions,or rates,is between us and a member of our insurance group. 2. If the policy has been extended for 90 days or less,provided that notice has been given in accordance with paragraph A. Polky Cond fione California Mandatory—Cancellation And Nonrenewal continued Farm 80.02-9717(Rev.9-16) Endorsement Page 4 CG` H U B B° Policy Conditions Endorsement Effective Date OCTOBER 1,2025 Policy Number 3529-32-50 WUC Conditions Nonrene wal 3 If you have obtained replacement coverage,or if the first named insured has agreed,in (continued) writing,within 60 days of the termination of the policy,to obtain that coverage. 4 If the policy is for a period of no more than 60 days and you are notified at the time of issuance that it will not be renewed. 5. If the first named insured requests a change in the terms or conditions or risks covered by the policy within 60 days of the end of the policy period. 6. If we have made a written offer to the first named insured,in accordance with the timeframes shown in paragraph A.,to renew the policy under changed terms or conditions or at an increased premium rate,when the increase exceeds 25%. Designated Third This provision applies to a policy insuring individually owned residential structures of not more Party than four dwelling units,individually owned condominium units,or individually owned mobile homes,and their contents,located in this state and used exclusively for residential purposes or a tenant's policy insuring personal contents of a residential unit located in this state. • If you have designated a person to receive notice of lapse,termination,expiration, nonrenewal,or cancellationof your policy for nonpayment of premium,we will mail or deliver to the designated person advance written notice of at least 10 days before the effective date of such lapse,termination,expiration,nonrenewal,or cancellationof your policy for nonpayment of premium. • No benefit under this policy is provided to such designated person,other than the right to receive the aforementioned notice. All other terms and conditions remain unchanged. Authorized Representative Policy Conditions Cali(omis Mandatory—Cancellation And Nonreneml last page Form 80-02-9717(Rev 9-15) Endorsemant Paga 5 C H U B Bm Liability Insurance Endorsement Policy Period OCTOBER 1,2025 TO OCTOBER 1,2026 Effective Date OCTOBER 1,2025 Policy Number 3529-32-50 WUC Insured RICHARDS WATSON&GERSHON A PROFESSIONAL CORPORATION Name of Company VIGILANT INSURANCE COMPANY Date Issued JULY 18,2025 This Endorsement applies to the following forms: GENERAL LIABII.M Under Who Is An Insured,the following provision is added. Who Is An Insured Additional insured- Persons or organizations shown in the Schedule are insureds;but they are bmweds only if you are Scheduled Person obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by Or Organization this policy, However,the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur,in whole or in part,before the execution of the contract or agreement;and • with respect to damages,loss,cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section(regardless of any limitation applicable thereto). • with respect to any assumption of liability(of another person or organization)by them in a contract or agreement.This limitation does not apply to the liability for damages,loss,cost or expense for injury or damage,to which flue insurance applies,that the person or organization would have in the absence of such contract or agreement. Liability Insurance Addi oral Insured-scheduled Person or organization continued Form 80-02-2367(Rev 5-07) Endorsement Page f CHUBB® Liability Endorsement (continued) Under Conditions,the following provision is added to the condition titled0ther Insurance. Conditions Other Insurance--- If you are obligated,pursuant to a contract or agreement,to provide the person or organization Primary,Noncontributory shown in the Schedule with primary insurance such as is afforded by this policy,then in such case Insurance—Scheduled this insurance is primary and we will not seek contribution from insurance available to such person Person Or Organization or organization. Schedule IF YOU ARE OBLIGATED,PURSUANT TO A WRITTEN CONTRACT OR AGREEMENT,TO PROVIDE A PERSON OR ORGANIZATION WITH PRIMARY INSURANCE AS AFFORDED BY THIS POLICY,THEN THIS INSURANCE IS PRIMARY AND WE WILL NOT SEEK CONTRIBUTION FROM INSURANCE AVAILABLE FROM SUCH PERSON OR ORGANIZATION. All other terms and conditions remain unchanged. Authorized Representative Liability Insurance Additional Insured-Scheduled Person Or Organization last page Form 80-02-2367(Rev.5-87) Endorsement Page 2 POLICY NUMBER: (25) 7496-79-29 COMMERCIALAUTO CA04441013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Endorsement Effective Date: SCHEDULE Name(s) Of Person(s) Or Organization(s): PERSONS OR ORGANIZATIONS FOR WHICH YOU ARE OBLIGATED, PURSUANT TO A CONTRACT OR AGREEMENT, TO WAIVE YOUR RIGHTS OF RECOVERY YOU WOULD OTHERWISE HAVE AGAINST SUCH PERSONS OR ORGANIZATIONS FOR "LOSS" TO WHICH THIS INSURANCE APPLIES . Information required to complete this Schedule if not shown above will be shown in the Declarations. The Transfer Of Rights Of Recovery Against: Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the 'loss" under a contract with that person or organization. CA 04 44 10 13 0 Insurance Services Office, Inc., 2011 Page 1 of 1 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed.4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Any person or organization against whom you have agreed to waive your right of recovery in a written contract, provided such contract was executed prior to the date of loss. For policies or exposure in Missouri: Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others (subrogation) rule in our manual. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 10-01-25 Policy No. 71726476 Endorsement No. Insured RICHARDS WATSON & GERSHON A PROFESSIONAL Premium $ Incl. Insurance Company Federal Insurance Company Countersigned By WC 00 03 13 (Ed.4-84) a 1983 National Council on Compensation Insurance. Insured Copy CH U B Bm Liability Insurance Endorsement Policy Period OCTOBER 1,2025 TO OCTOBER 1,2026 Effective Date OCTOBER 1,2025 Policy Number 3529-32,50 WUC Insured RICHARDS WATSON&GERSHON A PROFESSIONAL CORPORATION Name of Company VIGILANT INSURANCE COMPANY Date Issued JULY 18,2025 This Endorsement applies to the following forms: GENERAL LIABILITY Under Conditions,Transfer Or Waiver Of Rights Of Recovery Against Others,the Following provision is added: Conditions Transfer Or Waiver Of However,we waive any right of recovery we may have against the designated person or organization Rights Of Recovery shown below because of payments we make for in jury or damage arising out of your ongoing Against Others operations or done under a contract with that person or organization and included in the products-completed operations hazard.This waiver applies to the designated person or organization. Designated Person Or Organization PERSONS OR ORGANIZATIONS FOR WHICH YOU ARE OBLIGATED,PURSUANT TO A CONTRACT OR AGREEMENT,TO WAIVE YOUR RIGHTS OF RECOVERY YOU WOULD PERSONS OR ORGANIZATIONS FOR'LOSS' TO WHICH THIS INSURANCE APPLIES. CITY OF SANTA MONICA OFFICE OF THE CITY ATTORNEY CITY HALL 1685 MAIN STREET, ROOM 310 SANTA MONICA,CALIFORNIA 90401 Liability insurance Condition-Walvar Of Transfer Of Rights Of Recovery continued Form 80-02-2362(Rev.4-01) Endorsement page 1 C H U B IB® Liability Insurance Endorsement Policy Period OCTOBER 1,2025 TO OCTOBER 1,2026 Effective Date OCTOBER 1,2025 Policy Number 3529-32-50 WUC Insured RICHARDS WATSON&GERSHON A PROFESSIONAL CORPORATION Name of Company VIGILANT INSURANCE COMPANY Date Issued DECEMBER 1,2025 This Endorsement applies to the following forms: GENERAL LIABILITY Under Who Is An Insured,the following provision is added Who Is An Insured Additional insured- Persons or organizations shown in the Schedule are insureds;but they are insureds only if you are Scheduled Person obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by Or Organization this policy. However,the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur,in whole or in part,before the execution of the contract or agreement;and • with respect to damages,loss,cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section(regardless of any limitation applicable thereto), • with respect to any assumption of liability(of another person or organization)by them in a contract or agreement.This limitation does not apply to the liability for damages,loss,cost or expense for injury or damage,to which this insurance applies,that the person or organization would have in the absence of such contractor agreement. Liability Insurance Additfonal Insurad-Scheduled Person or organization continued Form 80-02-2867(Rev.5-07) Endorsement Page i CHUBBO Liability Endorsement (continued) Under Conditions,the following provision is added to the condition titled Other Insurance. Conditions Other Insurance— If you are obligated,pursuant to a contract or agreement,to provide the person or organization Primary,Noncontributory shown in the Schedule with primary insurance such as is afforded by this policy,then in such case Insurance—Scheduled this insurance is primary and we will not seek contribution from insurance available to such person Person Or Organization or organization. Schedule CITY OF SANTA ANA ITS OFFICERS,OFFICIALS,EMPLOYEES,AND VOLUNTEERS 20 CIVIC CENTER PLAZA,4TH FLOOR SANTA ANA,CA 92701 All other terms and conditions remain unchanged. Authorized Representative4__ Liability Insurance Additional Insured-Scheduled Person Or Organiza#on last page Form 80-02-2267(Rev,6-07) Endorsement Page 2