Loading...
HomeMy WebLinkAboutALLIANCE RESOURCE CONSULTING LLC-2014inuoANt1E ON FILE WORK MAY PROCEED UNTIL QKSU LANCE EXPIRES /D `. /s --/ i C EA OF 'COUNCIL of DA% CO=LTANT AGREEMENT N- 2014 -138 © ! Personnel Co 6paOvcffhaw THIS AGREEMENT, made and entered into this lit day of October, 2014 by and between Alliance Resource Consulting LLC, (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 performing employee recruitment 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 recruitment services for the City asset forth in the revised Statement of Work attached hereto and incorporated herein as Exhibit A to this Agreement. Those services shall include, but not be limited to: Candidate profile production, active recruitment, candidate evaluation, meetings and negotiations and background checks. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the sum of $18,000.00 plus reasonable expenses not to exceed the sum of $6,500.00 as identified in Exhibit .A.. The total sum to be expended under this Agreement shall not exceed $24,500,00 during the term of this Agreement. b. City agrees to pay progress payrpents to Consultant upon submittal of reasonable invoices, with final payment at the end of services rendered. c. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City'. 3. 'TERM This Agreement shall commence on the date first written above and terminate on December 31, 2015, unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended upon a writing executed by the City Manager and the City Attorney. 4. 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. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance 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 shalt 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;Q00,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory 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 $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance, Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim, 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. (iv) Certificates and renewals shall be sent to Ellen Smiley of City's Personnel Services Agency. f If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal ittjury, 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 direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 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 terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution;, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement.', The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 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. 8. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 9. NOTICE With the exception of insurance certificates and renewals covered by Section 5.e.iv, above, any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.C. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 With courtesy copies to: Director of Personnel Services Agency City of Santa Ana 20 Civic Center Plaza mno P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647 -6930 City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 Fax 714 -647 -6515 To Consultant. Alliance Resource Consulting LLC Attn: Sherrii Uyeda 400 Cceangate, Suite 510 Long Beach, CA 90802 PH[. (562) 901 -0769 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 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. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties, In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 13111/51 It; /V Y 1 6, 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, b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of ibis Agreement. 13. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION - VENUE This Agreement 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. 15. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services 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 its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 15. 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. 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: MARIAD. . H MARIA UIZAR LJ Clerk ofthe Council SONIA R. CARV City Att9pey City Attorney ► ► :'gib .. Edward ya Executive Director — Personnel Services Agency CITY OF SANTA 7,/- _ DAVID CAVAZOS Interim City Manager CONSULTANT Alliance Resources Consulting, LLC, (NAME) Sherrill Uyeda (Title) Founding Partner TaxID# 57- 1211151 EXHIBIT A STATEMENT OF WORK (09/08/2014) ALLIA.NCE RESOURCE CONSULTING LLC T E P 0 W F R O F PA R T N ER5 H I1' CONFIDENTIAL TO: Mr. Edward S. Raya, Executive Director of Personnel /Risk Management FROM: Sherrill Uyeda CC: Cindy Krebs DATE: September 8, 2014 RE: Executive Director of Planning and Building Recruitment Below is our revised Statement of Work. If retained, we will do the following: Profile Production • We will produce a Recruitment Brochure based on the latest position profile the City has created. Some updated information will be added at this time as well. • The Recruitment Brochure that will be sent to potential candidates will include information about the City and Department, the job and the criteria established by you. Active Recruitment Once you have approved the Recruitment Profile, we will actively seek out individuals who meet the client's expectations. To achieve the best response, we will take a three - prong approach to attracting candidates: 1. Direct Contact —We will mail invitations and recruitment profiles to targeted individuals in comparable organizations at the appropriate level. These invitations will be followed up with direct phone calls to potential candidates to gauge interest. 2. Internal "Job Alert" — Over the past ten years, we have developed an active database of over 19,000 candidates who are active in various public sector positions. We will send a new "job alert" to all our registered users in the Alliance Resource Consulting candidate application program. Prospective candidates will be contacted via email with a link to the PDF version of the Recruitment Profile. 3. Advertisements —We will place select job advertisements In the appropriate professional journals and on -line sites, Candidate Evaluation We will review, acknowledge and evaluate all resumes received. Candidate evaluation will begin with an analysis based upon criteria contained in the Recruitment Profile, Information contained in the resumes submitted to us, and our knowledge of the people and organizations in which they work. The next phase in candidate evaluation will be based upon additional information we receive from the qualified group of candidates. We will utilize various resources and tools of the firm such as written supplemental information questionnaires. Telephone Interviews will be conducted with the',most promising candidates to gain a better understanding of their backgrounds. Progress Report Meeting After the resume deadline, we will assemble and submit a progress report of the leading candidates to you. This report will include summary resumes, supplemental information, and the original resumes of those candidates we believe to be best qualified for the position. Supplemental Information on a candidate typically includes: the size of the organization for which the person works, reporting relationships, budget responsibility, the number of people supervised, related experience and reasons for interest in the position. Any other specific information will be dictated bythe criteria set forth in the Recruitment Profile. The purpose of our progress report is two -fold. It allows you an opportunity to review the candidates prior to the conclusion of the search and allows us to receive feedback on the caliber of the candidates recruited. In this way, you will not be surprised by the candidates, as you will have seen their qualifications prior to the final interviews, In addition, at this point we will have conducted a news article /periodical records check and Internet check on each of the presented candidates. Of course, we are flexible and may consider other individuals as final candidates who are subsequently identified and were not included in the progress report. Negotiations and Final Background Checks After the City conducts candidate interviews and narrows the selection of candidates to the top one to three individuals, we will complete full background checks should the City wish. This includes degree and certification verification, background checks on credit, criminal, civil litigation and motor vehicle records as well as reference checks. Page 2 Professional fee Our professional fee for the work outlined above is $18,000. The expense budget will not exceed $5,500. We look forward to working with your team on this. Please let me know if you have any questions. Page 3 ACC>RJY CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDY YY) 9/9/2014 THIS CERTIFICATE 15 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: CT Ken Noden CPCU Wigmore Insurance Agency, Inc. 2970 Harbor Blvd. #215 License #0811959 PHONE _ _ 43 N.f:714- 549 -2943 ,(AIC. &MAIL ADDRESS: INSURERB) AFFORDING COVERAGE NAICp Costa Mesa CA 92626 INSURER A:Phladelphia Indemnity Ins, Co 18058 $50,000 INSURED 16547 INSURER B: ON PERSONAL &ADV INJURY INSURER C: Alliance Resource Consulting, LLC. 400 Oceangate Suite 510 Long Beach CA 90802 INSURER D: GENERAL AGGREGATE — ' —' - -"' INSURER E GEN'L AGGREGATE POLICY NSURER F: PRODUCTS - COMP /OP AGG $1,000000 COVERAGES CERTIFICATE NUMBER: 347257728 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. ILSRR TYPE OF INSURANCE INSR WVD POLICY NUMBER MML�MINYY MM /D�IYYYY LIMITS • GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY CLAIMS MADE ❑OCCUR Y Y PHSD88*4 .A Yb'iY O'�%E D A E'6i61 // 10/15/2013 FORM ® 0/15/2014 EACH OCCURRENCE $1,000,000 DAMAGE TO E PREMISES Ea occurrence $50,000 MED An one person) $5,000 ON PERSONAL &ADV INJURY $1,000,000 — i'ouph Stra' Aiiytt°p',, ♦ fi� 'L b Y1 a t�Y.tt��p 3 GENERAL AGGREGATE $3,000,000 GEN'L AGGREGATE POLICY LIMIT APPLIES PER PRO LO. PRODUCTS - COMP /OP AGG $1,000000 $ • AUTOMOBILE LIABILITY ANY AUTO ALL OWN ED SCHEDULED AUTOS AUTOS HIRED AUTOS X NO -OWNED AUS N N PHSD881224 10/15/2013 0/1512014 COMBINED 21,000,000 X BO OILY I NJURY(Par person) $ SO Of LY INJURY (Per accident) $ PPROPP cR nt AMAGE $ $ A UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE N N PHUB435830 10/15/2013 0115/2014 EACH OCCURRENCE $1,000,000 AGGREGATE $1,000,000 DED I X I RETENTION$ 10,000 $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORIPARTNER /EXECUTIVE❑ OFFICERIMEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA WC STATU- OTH- E.L. EACH ACCIDENT $ E . DISEASE - EA EMPLOYE $ E, L. DISEASE - POLICY LIMIT $ A PROFESSIONAL LIABILITY (CLAIMS MADE FORM) N N PHSD881224 10/15/2013 0/15/2014 $1,000,000 EACH CLAIM $1,000,000 AGGREGATE DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) CERTIFICATE HOLDER IS INCLUDED AS ADDITIONAL INSURED WITH WAIVER OF SUBROGATION PER BUSINESSOWNERS POLICY - ELITE ENDORSEMENT FORM PI -BP -001 (9/05). CANCELLATION NOTICE IS 10 DAYS IN THE EVENT OF NON PAYMENT OF PREMIUM. City of Santa Ana 20 Civic Center Plaza Santa Ana CA 92701 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©19882010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD PI -BP -001 (9/05) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESSOWNERS POLICY -ELITE ENHANCEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM It is understood and agreed that the following extensions only apply in the event that no other specific coverage for the indicated loss exposures are provided under this policy. If such specific coverage applies, the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy. Throughout this endorsement the words "you" and 'your' refer to the Named Insured shown in the Declarations. The words "we ", "us" and 'bur' refer to the Company providing this insurance. Part 1: Property Coverage Enhancements: The following amendments are a part of the BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM: 1. Increased Glass Limits Section A. Coverage, item 4.b. is replaced by: b. With respect to glass (other than glass building blocks) that is part of the interior of a building or structure, or part of an outdoor sign, we will not pay more than $3,000 for the total of all loss or damage in any one occurrence. This Limitation does not apply to loss or damage by the "specified causes of loss ", except vandalism. 2. Increased Fire Department Service Charge Section A. Coverage, item 5.c. is replaced by: c. Fire Department Service Charge When the fire department is called to save or protect Covered Property from a Covered Cause of Loss, we will pay up to $3,000 for your liability for fire department service charges: (1) Assumed by contract or agreement prior to loss; or (2) Required by local ordinance. 3. Reduced Waiting Period and Longer Duration for Civil Authority Coverage Section A. Coverage, item 5.i. is replaced by: Civil Authority We will pay for the actual loss of Business Income you sustain and necessary Extra Expense caused by action of civil authority that prohibits access to the described premises due to direct physical loss of or damage to property, other than at the described premises, caused by or resulting from any Covered Cause of Loss. The coverage for Business Income will begin 48 hours after the time of that action and will apply for a period of up to three consecutive weeks after coverage begins. Page 1 of 5 Includes copyright material of the Insurance Services Office, Inc. used with its permission. PI -BP -001 (9105) The coverage for necessary Extra Expense will begin immediately after the time of that action and ends: (1) 5 consecutive weeks after the time of that action; or (2) When your Business Income coverage ends; whichever is later. The definitions of Business Income and Extra Expense contained in the Business Income and Extra Expense Additional Coverages also apply to this Civil Authority Additional Coverage. The Civil Authority Additional Coverage is not subject to the Limits of Insurance. 4. Broadened Personal Property Coverage Section A. Coverage, item 1.b., the first paragraph is replaced by: b. Personal Property located in or on the buildings at the described premises or in the open (or in a vehicle) within 1,250 feet of the described premises, including: 5. Increased limits for Personal Property Off Premises Section A. Coverage, item 6.b. Is replaced by: b. Personal Property Off Premises You may extend the insurance that applies to Business Personal Property to apply to covered Business Personal Property, other than "money" and "securities ", "valuable papers and records" or accounts receivable, while it is in the course of transit or temporarily at a premises you do not own, lease or operate. The most we will pay for loss or damage under this Extension is $10,000. 6. Increased limits for Outdoor Property Section A. Coverage, item 6.c, is replaced by: c. Outdoor Property You may extend the insurance provided by this policy to apply to your outdoor fences, radio and television antennas (including satellite dishes), signs (other than signs attached to buildings), trees, shrubs and plants, including debris removal expense, caused by or resulting from any of the following causes of loss: (1) Fire; (2) Lightning; (3) Explosion; (4) Riot or Civil Commotion; or (5) Aircraft. The most we will pay for loss or damage under this Extension is $5,000, but not more than $1,000 for any one tree, shrub or plant. 7. Fire Extinguisher Recharge Section A. Coverage, item 6. Coverage Extensions will also include: You may extend the insurance provided by this coverage form to cover expenses you incur to recharge portable fire extinguishers, dry chemical, carbon dioxide, or liquid automatic fire extinguishing systems and the cost of resetting automatic fuel shut -off connections, if any of the above are discharged to fight a fire or are discharged due to a mechanical malfunction. The most we will pay for loss or damage under this extension is $3,000. Page 2 of 5 Includes copyright material of the Insurance Services Office, Inc, used with its permission. PI -BP -001 (9/05) No deductible shall apply to this coverage. 0. Business Income Enhancement Section A. Coverage, item 5. Additional Coverages, section f. Business Income is amended as follows: The reference to "60 days" as the limitation on payroll expenses is replaced by "365 days:' 9. Lock Replacement Section A. Coverage, item 6. Coverage Extensions will also include: You may extend the insurance provided by this coverage form to cover necessary expense to repair to replace exterior or interior door locks of a covered building: a) If your door keys are stolen in a covered theft loss; or b) When your property is damaged and your door keys are stolen by the burglars. The most we will pay under this extension of $250 for any one occurrence. 10. Removal of Sewer Backup Exclusion Section B. Exclusions, item 9(3) is amended to include: Backups of sewers will not be excluded, but the most we will pay for such losses is $500 in the policy period. Part 2: Liability Coverage Enhancements: The following amendments are a part of the BUSINESSOWNERS LIABILITY COVERAGE FORM: 1. Medical Payments If Medical Payments Coverage (Coverage A.2.) is not otherwise excluded from this Coverage Part: The Medical Expense Limit is changed subject to all the terms of Limits Of Insurance (Section D) to the greater of: a. $10,000; or b. The Medical Expense Limit shown in the Declarations of this Coverage Part. 2. Supplementary Payments In the Supplementary Payments — (Coverage A.1.d.): 1. The limit for the cost of bail bonds (item (2)) is changed from $250 to $500; and 2. The limit for loss of earnings (item (a)) is changed from $250 a day to $500 a day. 3. Blanket Additional Insureds Who is An Insured (Section C) Is amended to include the following, but only for liability arising out of the negligence of the Named Insured: Each of the following is also an Insured: a. any Contractor, including contracting governmental entities, who hires you as their subcontractor; b. any person or organization who has an ownership interest in you; c. any lessor of leased equipment, who rents equipment to you, but only with respect to liability arising out of the maintenance, operation, or use by you, provided however that this Page 3 of 5 Includes copyright material of the Insurance Services office, Inc, used with its permission. �t , item c. will not apply to (1) any occurrence which takes place after the equipment lease expires; nr (2) "Bodily Injury" or "Property Damage" arising out of the negligence of the lessor or contractor engaged to operate the leased equipment; and d. any owner, mortgagor, lessor, landlord, condominium association or manager of a premises leased by you, but only for "occurrences" that take place while you occupy the premises, provided however that this item d. will not apply to structural alterations, new construction, or demolition operations; and With regard to parties applicable under items a. through d. above, the Insurer and the Named Insured agree to waive rights of recovery, as provided within the policy. Nothing contained in this section C. shall serve to nullify matters excluded under section B. of the policy. 4. Bodily Injury - Mental Anguish The definition of "bodily injury" is changed to read: "Bodily Injury ": a. Means bodily injury, sickness or disease sustained by a person, and includes mental anguish resulting from any of these; and b. Except for mental anguish, includes death resulting from the foregoing (item a, above) at any time. 5. Liberalization If we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. 6. Employee Indemnification Defense Coverage Under SUPPLEMENTARY PAYMENTS — COVERAGES AAA., the following is added: (8) We will pay on your behalf defense costs incurred by an "employee" in a criminal proceeding, provided, however that you must have a prior written agreement with such "employee" whereby you agree to indemnify the "employee" for such defense costs, and the agreement includes a provision for repayment of defense costs in the event of an adverse judgment. The most we will pay for any "employee" who is alleged to be directly involved in a criminal proceeding is $2,500 regardless of the number of employees, claims or "suits" brought or persons or organizations making claims or bringing "suits." 7. Amendment of Aggregate Limit SECTION DA. — Aggregate Limits, item B is replaced by: b. All other injury or damage, including medical expenses, arising from all "occurrences" during the policy period is three times the Liability and Medical Expenses limit. This limitation does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire or explosion. 8. Amendment to Watercraft Exclusion Part B- Exclusions, item g.(2)(a) is amended by the following: The phrase "less than 26 feet" is replaced by "less than 51 feet." Page 4 of 5 Includes copyright tnatorlai or the insurance Services Office, Inc. used with Its permission. REMMIM Part 3: Amendment of Conditions: 1. Other provisions of the policy notwithstanding, this policy will be primary for all losses covered herein, and the existence of other insurance will not serve to reduce our obligation. 2. You will have the right to waive our rights of recovery prior to a loss with respect to any party. This must be done in writing to affect our rights. Page 5 of 5 Includes copyright material of the Insurance Services Office, Inc. used with its permission. oATE CERTIFICATE OF LIABILITY INSURANCE (MMOOYYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE / HO/LDER. 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: n the Certificate holder !sari ADDITIONAL INSURED, the poliCy(les) 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 cersficata does not confer rights to the Certificate holder In ING of §uch sndorseman s. PRODUDEK NADa Acr Ken Noden, CPCU VIA more Insurance Agenoy, Inc, PNONE FOX 2970 Harbor Blvd. #216 714- 979.5543 .714- 649 -2943 License #0811959 >0 �S $ E•MAIL .commerciaiccUNgmoreins.com Costa Mesa CA AO8DA _ INSURED 18547 Nuance Resource Consulting, LLC. 100 Oceangate Suite 510 Long Beach CA 90802 COVERAGES THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAM D 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. NOR TYPE OF INSURANCE O OUCYNUMSER M 0 OFF 0/16/2014 MMIOpryT'yy 10/7912076 LIMITS COMMERCIAL GENERAL LIABILITY LAIM$ -MADE ODOUR Y Y PHSD977043 EACH OCCURRENCE $1,000,000 REMI" 9 Ea w nce $60000 $6,000 MEDEXP(Anymle ratsdn PERSONAL &ADV INJURY $1 000,000 N N PHS0077043 10/15/2014 10/15/2016 REGATE LIMITAPPLIES PER; j j' Lqq : ELIABAJTY NTO g ED ,OHO Ep AUTOE X AUTOS GENERALAGGREGATE $3,000,000 PRODUCTS- COMPIOPAOG $1,000,000 Ea acddent $ $1,000,000 aODILYINJURY(Perparsdn BODILY INJURY(Perwdden0 $ PeramIden A $ A A X UMBRELLA LIAR EKCa99 LIAR X OCCUR CLAIMS -MARE Y N Y N PHU$476686 - PH$D977043 IQMSIZ014 10115V2014 10/15/2015 1001512015 EACH OCCURRENCE $1,000,000 AGGREGATE $1,000,000 _ DEO 'Y IET91,11IONS101000 WORKERS COMPENSATION AND EMPLOYERS' UAIRUTY YIN ANY PROPRIETORIPARTNERIEXEWTWE OFFICERIMEMaER EXCLUDED? �N)A (Mandamry In NH) Ifgqee,dasndEeunder ESCRI TI OF OR RATI low PROFESSIONAL LIABILITY (CLAIMS MADE FORM) CLAIMS DATE 10/ORM) 4 E TH T ER $ E.L. EAOHACCIDENT $ E,4. DISEASE - EA EMPLOYE S E.L. DISEASE - POLICY LIMIT $1,000,000 $1,000,000 $ EACH CLAIM AGGREGATE DRSCMPnONOPOPERA 6N$ /LOCA' QNStVEHICLE9 ( ACORD101 ,AdIlUOrMIRememsSOhedale,mey W=R0hedNM0mape1eHregeind) CERTIFICATE HOLDER IS INCLUDED AS ADDITIONAL INSURED WITH WAIVER OF SUBROGATION PER BUSINESSOWNERS POLICY- ELITE ENDORSEMENT FORM PI -BP -001 (9/05). Assistant City AttOT00Y City of Santa Ana 20 Civic Center Plaza Santa Ana CA 92701 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. rlahts nv . cv tAe,+rry I/ I ne AUVKU name and logo are registered marks of ACORD /WWN ,r , r THIS ENDORSEMENT CHANGES THIS: POLICY PLEASE READ IT CAREI:ULLY BUSINESSOWNERS POLICY -ELITE ENHANCEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM SUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM It is understood and agreed that the following extensions only apply in the event that no other specific coverage for the indicated loss exposures are provided under this policy. If such specific coverage applies, the terns, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy. Throughout this endorsement the words 'you' and 'your' refer to the Named Insured shown in the Declarations. The words *we', 'us' and 'our" refer to the Company providing this Insurance. The following amendments area part of the BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM: 1. Increased Glass Limits Section A. Coverage, Item 4.b. is replaced by: b. With respect to glass (other than glass building blocks) that Is part of the interior of a building or structure, or part of an outdoor sign, we will not pay more than $3,000 for the total of all loss or damage in any one occurrence, This Limitation does not apply to foss or damage by the 'specified causes of loss ", except vandalism. 2, Increased Fire Department Service Charge Section A. Coverage, item 5.c. is replaced by: c. Fire Department Service Charge When the fire department Is called to save or protect Covered Property from a Covered Cause of Loss, we will pay up to $3,000 for your liability for fire department service charger. (1) Assumed by contract or agreement prior to loss; or (2) Required by local ordinance. 3. Reduced Waiting Period and Longer Duration for Civil Authority Coverage Section A. Coverage, item 51 is replaced by: Civil Authority We will pay for the actual Boss of Business Income you sustain and necessary Extra Expense caused by action of civil authority that prohibits access to the described promises due to direct physical loss of or damage to property, other than at the described promises, caused by or resulting from any Covered Cause of Lose. The coverage for Business Income will begin 45 hours after the time of that action and will apply for a period of up to three consecutive weeks after coverage begins. Page 1 of 5 Includes copyright material of the Insurance Services oMce, Inc, used with its permission. �..��! PI -SP -001 (9105) The coverage for necessary Extra Expense will begin immediately after the time of that action and ends: (1) 5 consecutive weeks after the time of that action; or (2) When your Business income coverage ends; whichever is later. The definitions of Business income and Extra Expense contained in the Business Income and Extra Expense Additional Coverages also apply to this Civil Authority Additional Coverage. The Civil Authority Additional Coverage is not subject to the Limits of Insurance. 4. Broadened Personal Property Coverage Section A. Coverage, item 1.b., the first paragraph is replaced by: b. Personal Property located in or on the buildings at the described premises or in the open (or in a vehicle) within 1,250 feet of the described premises, including: 5. Increased limits for Personal Property Off Premises Section A. Coverage, item 6.b. is replaced by: b, Personal Property Off Premises You may extend the insurance that applies to Business Personal Property to apply to covered Business Personal Property, other than "money' and "securities ", "valuable papers and records" or accounts receivable, while it is In the course of transit or temporarily at a premises you do not own, lease or operate. The most we will pay for loss or damage under this Extension is $10,000. 6. Increased limits for Outdoor Property Section A. Coverage, item S,c. Is replaced by: c, Outdoor Property You may extend the insurance provided by this policy to apply to your outdoor fences, radio and television antennas (including satellite dishes), signs (other than signs attached to buildings), tress, shrubs and plants, including debris removal expense, caused by or resulting from any of the following causes of loss: (1) Fire; (2) Lightning; (3) Explosion; (4) Riot or Civil Commotion; or (5) Aircraft. The most we will pay for loss or damage under this Extension is $5,000, but not more than $1,000 for any one tree, shrub or plant. T, Fire Extinguisher Recharge Section A. Coverage, item 6. Coverage Extensions will also include: You may extend the Insurance provided by this coverage form to cover expenses you incur to recharge portable fire extinguishers, dry chemical, carton dioxide, or liquid automatic fire extinguishing systems and the cost of resetting automatic fuel shut -off connections, if any of the above are discharged to fight a fire or are discharged due to a mechanical malfunction. The most we will pay for loss or damage under this extension is $3,000, Page 2 of 5 Includes copyright maWal of the Ireurance Services ofmce, Inc, used with he permission. Pl•SP•001(9105) No deductible shall apply to this coverage. 0. Business Income Enhancement Section A. Coverage, Item 6. Additional Coverages, section f. Business Income is amended as follows: The reference to "60 days' as the limitation on payroll expenses Is replaced by `365 days. 9. Lock Replacement Section A. Coverage, Item S. Coverage Extensions will also include: You may extend the insurance provided by this coverage form to cover necessary expense to repair to replace exterior or interior door looks of a covered building; a) If your door keys are stolen in a covered theft loss; or b) When your property is damaged and your door keys are stolen by the burglars. The most we will pay under this extension of $250 for any one occurrence. 10. Removal of Sewer Backup Exclusion Section S. Exclusions, item g(3) Is amended to include: Backups of sewers will not be excluded, but the most we will pay for such losses is $500 in the policy period. Part 2: Liability Coverage Enhancements: The following amendments are a part of the Bt1SINESSOWNERS LIABILITY COVERAGE FORM; 1. Medical Payments If Medical Payments Coverage (Coverage A.2.) Is not otherwise excluded from this Coverage Part: The Medical Expense Limit is Changed subject to all the terms of Limits Of Insurance (Section D) to the greater of a. $10,000; or b. The Medical Expense Limit shown in the Declarations of this Coverage Part. 2. Supplementary Payments In the Supplementary Payments — (Coverage AAA.): 1, The limit for the cost of bell bonds (item (2)) Is changed from $250 to $600; and 2. The limit for loss of earnings (item (<)) is changed from $260 a day to $500 a day. 3. Blanket Additional Insureds Who is An Insured (Section C) is amended to include the following, but only for liability arising out of the negligence of the Named Insured: Each of the following is also an Insured: a. any Contractor, Including contracting governmental entities, who Was you as their subcontractor; b. any person or organization who has an ownership interest in you; c. any lessor of teased equipment, who rents equipment to you, but only with respect to liability arising out of the maintenance, operation, or use by you, provided however that this Page 3 of 5 Indudes copyright material of the Insurarwe Wilms OMae. Ina used with its permission. j t'� 4 PI -BP- 0®1(8105) item c. will not apply to (1) any occurrence which takes place after the equipment lease expires; nr (2) "Bodily Injury" or "Property Damage' arising out of the negligence of the lessor or contractor engaged to operate the leased equipment; and d. any owner, mortgagor, lessor, landlord, condominium association or manager of a premises leased by you, but only for "occurrences" that take place while you occupy the premises, provided however that this item d. will not apply to structural alterations, new construction, or demolition operations; and With regard to parties applicable under Items a, through d, above, the Insurer and the Named Insured agree to waive rights of recovery, as provided within the policy. Nothing contained In this section C. shall serve to nullify matters excluded under section B. of the policy. 4, Bodily Injury - Mental Anguish The definition of "bodily injury' Is changed to read: " Bodily Injury": a. Means bodily injury, sickness or disease sustained by a person, and Includes mental anguish resulting from any of these; and b. Except for mental anguish, Includes death resulting from the foregoing (item a. above) at any time. 6. Liberalization If we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective In your state. 6. Employee Indemnification Defense Coverage Under SUPPLEMENTARY PAYMENTS— COVERAGES AAA., the following is added: (8) We will pay on your behalf defense costs incurred by an "employee" in a criminal proceeding, provided, however that you must have a prior written agreement with such "employee" whereby you agree to indemnify the "employee" for such defense costs, and the agreement includes a provision for repayment of defense costs in the event of an adverse judgment. The most we will pay for any "employee" who is alleged to be directly involved in a criminal proceeding Is $2,500 regardless of the number of employees, claims or "suits" brought or persons or organizations making claims or bringing "suits." 7. Amendment of Aggregate Limit SECTION DA.— Aggregate Limits, item B is replaced by: b. All other Injury or damage, including medical expenses, arising from all "occurrences" during the policy period is three times the Liability and Medical Expenses limit. This limitation does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire or explosion. 6. Amendment to Watercraft Exclusion Part B. Exclusions, item 9.(2)(a) Is amended by the following: The phrase "less than 28 feet" Is replaced by "less then 51 feet." Page 4 of 5 MOWN appydght Materiel of the Insurance SMIces Office, Inc. used Wth Its permission. / Sfi PI•SP•001(9 /05) Part1b Amendment of Conditions: 1. Other provisions of the policy notwithstanding, this policy will be primary for all losses covered herein, and the existence of other Insurance will not serve to reduce our obligation. 2. You will have the right to waive our rights of recovery prior to a loss with respect to any party. This must be done In writing to affect our rights. Page 5 of 5 Includes copyright materiel of the Insurance Services Me, Inc. used with 115 permission. " 6 0�