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HomeMy WebLinkAboutR.P. LAURAIN & ASSOCIATES, INC. 2 - 2011City of Santa Ana C)AO C;t)—A Clerk of the Council AGREEMENT TERMINATION FORM Please complete this form when the attached agreement and all amendments (if any) are no longer in effect. Return form to the Clerk of the Council Office (M-30). Call 647-6520 if you have any questions. The agreement with No. N-2011-014 was completed on (List all amendments. Use space below If needed.) Revised 08-2310 ) COTC Office Use Only OF THE COUNCIL j 2121 PM3:31 _ and final payment has been made. Department: fEC'.SA Phone/Ext.:Q Signature:a�� �I i8 Date: Mon N-2011-014 INSURANCEON FILE WORK MAY PROCEED UNTIL INSURANCE EXPIRES GL 2— /� /2 AG EMENT FOR PROVISION OF APPRAISAL SERVICES CLERK FEOFBCOL lUN�II� DATE O-Si�V�Q CCAe1/Qs��� p Rc s THIS AGREEMENT, made and entered into this 3`d day of January, 2011 by and between R.P. Laurain &c Associates, Inc., a California corporation (hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of land valuation and appraisal services. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall provide an appraisal of the land value of a portion of Centennial Park and of the northeast corner of McFadden Street and Orange Avenue, to be used as part of a land exchange agreement, as set forth in Consultant's Proposal dated November 19, 2010, attached hereto as Exhibit A, and incorporated by this reference. 2. DELIVERY OF WORK PRODUCT - OWNERSHIP Consultant warrants and represents that it has the absolute right to enter into and perform this Agreement and will perform its obligations hereunder in accordance with standards and practices prevailing in the industry. Consultant's contribution to the Project, including works to be produced by Consultant hereunder, will not infringe or misappropriate the proprietary or personal rights of any third person or party. Consultant shall deliver to City any work product which results from the services provided. Said work product shall be submitted in hard copy and produced in a form compatible with City's information systems, as agreed between the Project Manager and Consultant. 3. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, a fee of $11,500.00. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 4. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2011, unless terminated earlier in accordance with Section 13, below. 5. INDEPENDENT CONTRACTOR Consultant 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 Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $2,000,000 combined single limit. Such insurance shall include coverage for owned, hired and non -owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d_ Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim, and $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 7. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligence, recklessness or willful misconduct of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the negligence, recklessness or willful misconduct of Consultant arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 8. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 9. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement_ 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: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 facsimile (714) 647-6956 With courtesy copies to: Parks, Recreation and Community Services Agency City of Santa Ana Attn: Administrative Services 20 Civic Center Plaza (M-75) P.O. Box 1988 al Santa Ana, California 92702 facsimile (714) 571-4221 and City Attorney City of Santa Ana 20 Civic Center Plaza (1\4-29) P.O_ Box 1988 Santa Ana, California 92702 facsimile (714) 647-6515 To Consultant: R-P. Laurain & Associates, Inc. John P. Laurain 3353 Linden Avenue, Suite 200 Long Beach, California 90807 Facsimile 562-988-2927 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by facsimile, 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 Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 13. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. However, any use of unfinished work product shall be at City's sole risk. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 14. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 15. JURISDICTION - VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be government and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses 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 Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. C 17. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. Captions and headings in this Agreement, including the title of this Agreement, are for convenience only and are not to be considered in construing this Agreement. c. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: �. BY- ci- y L,ra Sheedy Assistant City Attorney RECOMMENDED FOR APP OVAL: GERARDO MOUIEV Executive Director — PRCSA CITY OF SANTAANA DAVID N. REAM City Manager R.P. LAURAIN 8z ASSOCIATES, INC. JO P. RAIN Vice President 7 EXHIBIT A R. P. LAURAIN & ASSOCIATES INCORPORATED TRANSMITTED VIA E-MAIL ROnoQsanta-ana.org November 19, 2010 City of Santa Ana Parks, Recreation & Community Services Agency 26 Civic Center Plaza Santa Ana, California 92701 Attention: Ron Ono Administrative Services Manager 3353 LINDEN AVENUE. SUITE 200 LONG BEACH, CALIFCRNIA 90807 TELEPHONE (562) 426-0477 FACSIMILE (562) 968-2927 Subject: Land Exchange Appraisals Portion of Centennial Park, and Northeast corner of McFadden Street and Orange Avenue Santa Ana, California Receipt Is acknowledged of your recent invitation to submit a proposal for professional real estate appraisal services regarding the above -referenced properties. The objective of the appraisal study will be the market value of the unencumbered fee simple interest. It is understood that the appraisal reports will be utilized as part of a land exchange in accordance with the National Park Services (NPS) requirements. The property identified as a portion of Centennial Park contains 2.6 acres of iand area, and is presently improved with various buildings and on -site improvements constructed and utilized by the Santa Ana Collage. The appraisal study will set forth the market value of the underlying land only, exclusive of the tenant building and an - site improvements. It Is understood that the Centennial Park parcel will represent the .'converted" parcel, to be taken out of park use. The property located at the northeast corner of McFadden Street and Orange Avenue Is a vacant land parcel containing approximately 1.4 acres of land area. The site is currently vested with the City of Santa Ana and it is understood that the property represents the proposed "replacement" parcel, to be put into park use. APPRAISERS - ANALYSTS 8 City of Santa Ana Parks, Recreation & Community Services Agency Attention: Ron Ono Administrative Services Manager November 19, 2010 Page 2 Two separate appraisal reports will be prepared; one for each property. The appraisal reports will be prepared in accordance with the Uniform Standards of Professional Appraisal Practice as a Self -Contained Appraisal Reports. Further, the reports will be prepared in accordance with the Uniform Appraisal Standards for Federal Land Acquisitions (UASFLA) and the State of California Land and Water Conservation Fund Manual (LWCF), if required. Specifically, both of the subject properties will be appraised based on the highest and best economic use, which will specifically exclude the existing "open space" parkland use. As such, a hypothetical condition may be employed in the appraisal of the Centennial Park parcel, in accordance with Chapter 4, Section D-7(C) of the LWCF, and applicable portions of the UASFLA. The appraiser will coordinate the valuation methodology with David Siegenthaler, and/or other appropriate representatives of the NPS. The report will be delivered in triplicate. If required, a single copy of the appraisal reports can be submitted for review to NPS or any other applicable agency, prior to issuance of the final reports. Based On the amount of time estimated to complete the appraisal study, the fee for our services will be in the total amount of $11,500. The formal appraisal report can be completed and delivered to your offices within 60 days following receipt Of your authorization to proceed. In the event the appraisal reports will ba subject to an appraisal review, the final reports will be submitted within 10 to 15 days following receipt of the review appraiser's final comments, questions, or changes, if applicable. A current date Of value will be employed. If you have any questions regarding this proposal for appraisal services, please contact me at your convenience. Very truly yours, R. P. Id AIN 8. ASSOCIATES, INC. �1� o A J PL:II R. P. L A U R A I" & A S S O C I ATE S �NCOR FORAYED E C I ie nt#: 394653 RPLAURAI ACORD- CERTIFICATE OF LIABILITY INSURANCE IDATE 1 /1/2012/2011YYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAME: USI of Southern California SC PHONE FA (A/C No, Ea):. 800-854-3296 (A/C, No): Lic # 0351162 E-MAIL- -- _ 29A Technology Drive ,t / y /V �'/- O/" PRODUCER CUSTOMER_IDn; Irvine, CA 92618 IN SURER(S) AFFORDING COVERAGE NAIC # INSURED INSURER A: Hartford Casualty insurance Com 29424 Associates Inc. INSURER B : Preferred Employers Ins Company R_P. Linden 10900 A Linden Avenue #200 Scottsdale Insurance Company INSURER c : P Y 41297 Lon Long Beach, CA 90807 INSURER D INSURER E : INSURER 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. IN R LTRTYPE OF INSURANCE ADDLSUBR POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EX MM/DD/YYYY LIMITS A ,. GENERAL LIABILITY 72SBACU6245 102/11/2011 02/11/2012 EACH OCCURRENCE___ $1 OOO OOO COMMERCIAL GENERAL LIABILITY. CLAIMS -MADE I X I OCCUR PREMISES (Ea occurrDe nce) MED EXP (Any one person) $300,000 $10,000 PERSONAL B ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $2,000,000 POLICY PRO LOC $ A AUTOMOBILE LIABILITY 72SBACU6245 02/11/2011 02/11/2012 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 ANY AUTO BODILY INJURY (Per person) $ ALL OWNED AUTOS ',, _ _ _. _ _ BODILY INJURY (Per accitlent) $ SCHEDULED AUTOS HIRED AUTOS APPROVED AS TO FORM - R--- - - - PPROPERTY a ET itlentDAMAGE — $ X X $ NON -OWNED AUTOS ) 71 $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ Laura SLUL Assistant CiLy hce. tt( 1' CN AGGREGATE $ DEDUCTIBLE $ RETENTION $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? N (Mandatory in NH) NIA WKNIO81971 O 10/06/201 O 10/06/2011 X WC STATU- OTH- TORY LIMITS ER_.. E.L. EACH ACCIDENT EL DISEASE - EA EMPLOYEE $1,000,000 $1,000,000 IT yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $1 OOO O00 C Prof Liability I EKS3028791 12/01/2010 12/01/2011 $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) The City of Santa Ana, its officers, agents, employees, consultants, special counsel, and representatives are named as additional insureds with respects to General Liability as per form SS00080405. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Ron Ono;Parks, Recreation 8. Community Services AUTHORIZED REPRESENTATIVE 26 Civic Center Plaza © 1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009/09) 1 of 1 The ACORD name and logo are registered marks of ACORD #S5215574/M5215416 - JMWJB C I ie nt#: 394653 RPLAURAI ACORD,. CERTIFICATE OF LIABILITY INSURANCE rDATE i12/201/20, 1YYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER USI of Southern California SC PHONE AX 949 790-9200 No): LiC # 0351162 {A/Cs No, Ex1): (A/C, E-MAIL 29A Technology Drive ADDRESS: t PRODUCER - - CA 92618 CUSTOMER ID III:Irvine, _ INSURER(S) AFFORDING COVERAGE NAIC # INSURED INSURER A: Hanford Insurance Group A00048 R.P. Linden S Associates Inc. INSURER B : Preferred Employers Ins Company 10900 Linden Avenue #200 Scottsdale Insurance Company INSURER c : P Y 41297 Lon Long Beach, CA 90807 INSURER D : � INSURER E INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMRER: 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. ILTR NSR TYPE OF INSURANCE DDL NVD SUBR POLICY NUMBER LICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS A GENERAL LIABILITY X 72SBACU6245 02/11/2010 02/11/2011 EACH OCCURRENCE $1,000,000 X PREMISES jEa qcc urrence) s300,000 COMMERCIAL GENERAL LIABILITY CLAIMS -MADE I X I OCCUR MED EXP (Any one person) $10,000 _ PERSONAL S ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $2,000,000 POLICY PRO LOC $ A AUTOMOBILE LIABILITY X 72.S'BACU6245 2/11/2010 02/11/2011 LIMIT $1,000,000 EOMaBIINtlEeDISINGLE ANY AUTO BODILY INJURY (Per person) $ ALL OWNED AUTOS BODILY INJURY (Per accident) $ SCHEDULED AUTOS PROPERTY DAMAGE X HIRED AUTOS ', ((Perr accident $ NON -OWNED AUTOS i X UMBRELLA LIAR OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAR CLAIMS -MADE .1 U t -_� ' - DEDUCTIBLE — -_-- $ -$ _. �ti5151£t I]L �.--✓""' RETENTION B WORKERS COMPENSATION WKN1081971 O , O/O6/20, O 10/06/2011 X WC STATU- OTH- AND EMPLOYERS' LIABILITY Y / N TORY LIMITS. ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $,,000,OOO OFFICER/MEMBER EXCLUDED? � N/A - ----- --- _ - (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $1,000,000 If yes, describe untler DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $1 000 000 C Prof Liability EKS3028791 12/01/2010 12/01/2011 $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) The City of Santa Ana, its officers, agents, employees, consultants, special counsel, and representatives are named as additional insureds with respects to General Liability as per form SS00080405. CCK 1 IrICA 1 C KVLUEK CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Ron Ono;Parks, Recreation & Community Services AUTHORIZED REPRESENTATIVE 26 Civic Center Plaza I Santa Ana. -GA 92701 © 1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009109) 1 of 1 The ACORD name and logo are registered marks of ACORD #S 5215385/M 5158277 J M WJ B (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible .and self - insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. C. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery if the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 F. OPTIONAL ADDITIONAL INSURED COVERAGES If listed or shown as applicable in the Declarations, one or more of the following Optional Additional Insured Coverages also apply. When any of these Optional Additional Insured Coverages apply, Paragraph 6. (Additional Insureds When Required by Written Contract, Written Agreement or Permit) of Section C., Who Is An Insured, does not apply to the person or organization shown in the Declarations. These coverages are subject to the terms and conditions applicable to Business Liability Coverage in this policy, except as provided below: 1. Additional Insured - Designated Person Or Organization WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: a. In the performance of your ongoing operations; or b. In connection with your premises owned by or rented to you. 2. Additional Insured - Managers Or Lessors Of Premises a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Designated Person Or Organization; but only with respect to liability arising out of the - ownership. maintenance or use of that part of the premises leased to you and shown in the Declarations. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 3. Additional Insured - Grantor Of Franchise WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Grantor Of Franchise, but only with respect to their liability as grantor of franchise to you. 4. Additional Insured - Lessor Of Leased Equipment a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Lessor of Leased 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 equipment leased to you by such person(s) or organization(s). b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. S. Additional Insured - Owners Or Other Interests From ' Whom Land Has Been Leased a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Owners Or Other Interests From Whom Land Has Been Leased, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land leased to you and shown in the Declarations. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) Any "occurrence" that takes place after you cease to lease that land; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 6. Additional Insured - State Or Political Subdivision Permits a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Page 98 of 24 Form SS 00 08 04 05 Insured - State Or Political Subdivision - (e) Any failure to make ss-ch Permits, but only with respect to inspections, adjustments, tests or operations performed by you or on your servicing as the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit. make in the usual course of b. With. respect to the insurance afforded to business, in connection with the these additional insureds, the following distribution or sale of the products; additional exclusions apply: M Demonstration, installation, This insurance does not apply to: servicing or repair operations, (1) "Bodily injury", "property damage" or except such operations performed "personal and advertising injury" at the vendor's premises in arising out of operations performed for connection with the sale of the the state or municipality; or product; (2) "Bodily injury" or "property damage" (g) Products which, after distribution included in the "product -completed or sale by you, have been labeled operations" hazard. or relabeled or used as a 7. Additional Insured - Vendors container, part or ingredient of any other thing or substance by or for a. WHO IS AN INSURED under Section C. is the vendor; or amended to include as an additional (h) "Bodily injury" or "property insured the person(s) or organization(s) damage" arising out of the sole (referred to below as vendor) shown in the negligence of the vendor for its Declarations as an Additional Insured - own acts or omissions or those of Vendor, but only with respect to "bodily "property its employees or anyone else injury" or damage" arising out of acting on its behalf. However, this your products" which are distributed or exclusion does not apply to: sold in the regular course of the vendor's business and only if this Coverage Part (1) The exceptions contain in ed in provides coverage for "bodily injury" or Subparagraphs (d) or "property damage" included within the (if) Such inspections, "products -completed operations hazard". adjustments, tests or servicing b. The insurance afforded to the vendor is as the vendor has agreed to subject to the following additional exclusions: make or normally undertakes (1) This insurance does not apply to: to make in the usual course ofbusiness, in connection with (a) "Bodily injury" or "property the distribution or sale of the damage" for which the vendor is products. obligated to pay damages by (2) This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or agreement. whom you have acquired such This exclusion does not apply to products, or any ingredient, part or liability for damages that the container, entering into, vendor would have in the absence accompanying or containing such of the contract or agreement; products. (b) Any express warranty 8. Additional Insured - Controlling Interest unauthorized by you; WHO IS AN INSURED under Section C. is (c) Any physical or chemical change amended to include as an additional insured in the product made intentionally the person(s) or organization(s) shown in the by the vendor; Declarations as an Additional Insured - (d) Repackaging, unless unpacked Controlling Interest, but only with respect to solely for the purpose of inspection, their liability arising out of: demonstration, testing, or the a. Their financial control of you; or substitution of parts under instructions from the manufacturer, b. Premises they own, maintain or control and then repackaged in the original while you lease or occupy these premises. container; Form SS 00 08 04 05 Page 19 of 24 i nis insurance noes not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. 9. Additional Insured - Owners, Lessees Or Contractors - Scheduled Person Or Organization a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Owner, Lessees Or Contractors, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations for the additional insured(s); or (2) In connection with "your work" performed for that additional insured and included within the "products - completed operations hazard", but only if this Coverage Part provides coverage for 'bodily injury" or "property damage" included within the "products -completed operations hazard". b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to "bodily injury", "property damage" or 'personal an advertising injury' arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. 10. Additional Insured - Co -Owner Of Insured Premises WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or Organization(s) shown in the Declarations as an Additional Insured - Co - Owner Of Insured Premises, but only with respect to their liability as co-owner of the premises shown in the Declarations. The limits of insurance that apply to additional insureds are described in Section D. - Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. - Liability And Medical Expenses General Conditions. G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS I. "Advertisement' means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; b. The Internet, but only that part of a web site that is about goods, products or services for the purposes of inducing the sale of goods, products or services; or c. Any other publication that is given widespread public distribution. However, "advertisement" does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. 'Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto" means a land motor vehicle, trailer or semi -trailer designed for travel on public roads, including any attached machinery or equipment. . But "auto" does not include "mobile equipment". 5. "Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6. "Coverage territory" means: Page 20 of 24 Form SS 00 08 04 05