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HomeMy WebLinkAboutCA - CARVALHO, SONIA - CONTRACTS AND ALL AMENDMENTSPROFESSIONAL SERVICES CONTRACT - CONTINUE EMPLOYMENT AGREEMENT WITH SONIA CARVALHO Approved September 2, 2014 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SANTA ANA AND BEST 13EST AND KRIEGER LI.P FOR CITY ATTORNEY SERVICES A-2014-201 This PROFESSIONAL SERVICES AGREEMENT FOR CITY ATTORNEY SERVICES (the "Agreement") is effective as of the 2nd day of September, 2014, by and between the law firm of' BEST BEST & KRIEGER LLP, a California limited liability partnership (`BB&K"), and the CITY OF SANTA ANA, a chatter city and municipal corporation (the "City"), The term "City" shall also include all boards, commissions, financing authorities, and other related bodies of City. 1. APPOINTMI+:NT" City Council hereby appoints and designates Sonia R. Carvalho ("Carvalho") as the City Attorney, and hires BB&K as its City Attorney, to render such legal services as are customarily rendered by such officials and as further specified herein and as required by Santa Aria Charter Sections 763, including, but not limited to, attending meetings of the City Council, Successor Agency, Housing Authority, and other boards and bodies of City, and its affiliated agencies, as directed by the City. Notwithstanding the foregoing appointment, the designated City Attorney may be established from time to time or modified solely by resolution of the City Council. BB&K represents it employs, or will employ at its own expense, all personnel required for the satisfactory performance of any and all tasks and services set forth herein, except that BB&K shall not be required to hire any person already employed by the Office of the City Attorney who may be assigned tasks by, and who is supervised by Carvalho. BB&K shall not replace the designated City Attorney (or any successor to such person) without the City Council's prior approval. A temporary assignment of another attorney besides Carvalho due to vacation, illness or leave if necessary will be done only with the approval of the City Council. City Attorney may appoint various assistants and deputies as Carvalho deems appropriate through the City's Personnel Department without the need for amendment hereof, but only with the prior written approval of the City Manager. 2. SCOPE OF WORK AND DUTIVS A. General City Attorney Services: BB&K, specifically Carvalho, shall, as directed by the City, perform any and all work necessary for the provision of City Attorney services to City, including, without limitation, the following: (i) Attend all meetings of the City Council, and provide advice or opinion in writing whenever requested to do so by the City Council or by any of the officers, boards, commissions, committees, officers, and employees of the City, in accordance with such policies and procedures as may be established by City fi:otn time to tine; (ii) Attend, as necessary, all meetings of other boards and commissions on request of the City Council; -1- 55394,000W91 874 97A (iii) Represent and advise the Mayor, Mayor Pro Tem, City Council, City Manager, and all City officers in all matters of law pertahring to their respective offices; (iv) Be available for telephone consultation with the Mayor, Mayor Pro Tem, City Council, City Manager, and City staff, as needed on legal matters that are within their area of operation and maintain regular office hours at City Hall as requested by the City Council at times mutually agreed to by the City Council and Carvalho, attend Executive Team staff meetings, meet with the Mayor, Mayor Pro Tom and individual Council members as necessary; (v) Utilizing staff in the Office of the City Attorney or contract staff approved in this Agreement or other agreements approved by the City Manager or City Council, (1) prepare or review necessary legal documents: such as ordinances and resolutions, purchase agreements, leases, deeds, casements and licenses; bond size, amount and offering terms and conditions; public works construction documents, including bid specifications, contracts, bonds, insurance, liens and related documents; memoranda of understanding; franchise agreements; and similar Legal documents; (2) prosecute on behalf of the people such criminal cases for violation of the Charter or City ordinances; and of misdemeanor offenses and infractions arising upon violations of the laws of the state as in her opinion, or that of the City Council warrant her attention; (3) represent and advise the City on pending and potential litigation as requested by the City and monitor pending and current legislation and case law as appropriate; (vi) Supervise and manage all work of subordinate staff, including supervision of all staff of the Office of the City Attorney; (vii) Supervise and manage all outside legal services; (viii) Represent and advise the Successor Agency and Ilousing Authority and related officials in all matters of law pertaining to their offices; and (ix) Perform other related legal duties as requested by City. B. Additional General/Retainer Services: City shall utilize in-house City Attorney staff, to the extent they are available, to perform the legal work. However, BBK may provide Additional General City Attorney Services and general mur icipal services as Retainer Services, C. Additional Specialized Legal Services: When requested in writing by the City Manager or the City Council, BB&K will also provide such specialized legal services, including, but not limited to: eminent domain, finance, telecommunications, water, waste and storm water, waste management, transportation, enterprise, environmental, toxics, mining, water, tort defense, general litigation, personnel, labor representation, code enforcement, criminal prosecution, successor agency, housing, and other matters. Additional Specialized Legal Services may only be provided when the City Manager or the City Council approves a specific engagement letter for the matter. D. Reimbursable Services: Where legal services are subject to cost recovery from a third party, such as a developer, a special district or special grants or funding BB&K may perform those services upon the approval of the City Manager as set forth in a specific -2- 55394.00000A9187497.1 engagement letter for the matter. Such Reimbursable Services would primarily be provided for in the case of specialized services such as, but not limited to, acquisition and eminent domain, environmental review under the California Environmental Quality Act (CEQA), development projects, real estate transactions and special economic development agreements. E. General Communication: The City Attorney will keep City informed as to the progress and status of all pending matters in accordance with such procedures as the City may establish from time to time. The City Attorney is expected to manage, control and oversee the delivery of legal services in a competent, professional, and cost-effective manner. All legal services shall be properly supervised and all personnel shall be qualified to handle the work assigned. If, with the approval of the City Council, outside special counsel is retained, Lmless otherwise directed by the City Council, such special counsel shall be under the direction of Carvalho or existing in-house City Attorney staff. P. Coordination of Services: All legal services shall be coordinated under the direction of the City Council. Notwithstanding any other provision contained herein, any Additional Specialized Legal Services can only be authorized by the City Manager or City Council in writing. Nothing in this Agreement shall be construed in any manner as limiting the ultimate and absolute discretion of the City Council, at any time, to assign or reassign a legal matter of City from or to BB&K. G. Project Participation: BB&K provides Project Participation to all municipal clients to ensure that the clients and their appointed and elected officials are up to date at all times on matters such as public policy and ethics and the California Environmental Quality Act, Project Participation is based on a cost-sharing basis. City agrees to Project Participation for public policy and ethics and CEQA. 3. CITY DUTIES City agrees to provide such information, assistance, cooperation, and access to books, records, and other information as is necessary for BB&K to effectively render its professional services under this Agreement. The City desires services to be rendered whenever possible on site; as such the City, at City's expense, will make available sufficient office space, furniture, telephones, computers, mobile devices and wireless services, facsimile machines, and secretarial support, as may be necessary therefore. City further agrees to abide by this Agreement, and to timely pay BB&K's bills for fees, costs, and expenses, as established by this Agreement. City shall also directly reimburse Carvalho for any transportation, travel or meal expenses incurred by her in the performance of this Agreement. However, nothing in this Section, or any other part of this Agreement, shall be construed in any manner as limiting the ultimate and absolute discretion of the City Council, at any time, to assign or reassign legal matters of City from or to BB&K. 4. PERSONNEL City Attorney/BBK staff may be modified only as provided in Section 1 above and except as so provided, City Attorney will exercise discretion to utilize whichever attorney(s) (and staff) it determines to be best suited to render efficient and effective legal services under this 3- 55394.00000A91374971 Agreement. City Attorney shall also, in accordance with City's rules and regulations, have authority to hire staff in the Office of the City Attorney, 5. COMPENSATION A. Compensation shall be as set forth in Exhibit A. B. Payment of Compensation shall be as set forth in Exhibit B. 6. BOND OR FINANCIAL SERVICES Notwithstanding the foregoing, (i) in the event City Council requests that BB&K serve separately as Bond Counsel for the issuance of City bonds, the compensation provisions set forth in Exhibit A -I shall apply. where legal services are subject to cost recovery from a third party, such as a developer, the hourly rate for BB&K's legal services will be the applicable private hourly rate of the respective BB&K attorney, with or without a discount as negotiated at the tune the new matter is approved. 7. COSTS AND OTHER CIIARGh)S BB&K may incur various costs and expenses in rendering the legal services required by this Agreement which, if customary and necessary for the performance of legal services hereunder, with the prior approval of the City Council shall be reimbursable by City. These costs and expenses are described in more detail in Exhibit A. All clerical services, ordinary travel costs (e.g., from the BB&K office to court or City Hall), and miscellaneous expenses (e.g., telephone and facsimile charges) are included within the rates set forth above, and there shall be no additional charges for such expenses when BB&K is providing General City Attorney services, pursuant to section 2(A), above. When BB&K is providing Special Legal Services or Additional Specialized Legal Services, pursuant to sections (B) or (C), above, City agrees to reimburse BB&K for travel or parking and expenses such as experts' or consultant fees, or litigation expenses such as court reporters, which shall be passed through to the City at the actual costs thereof. Reimbursable costs shall not include any overhead or administrative charge by BB&K or BB&K's cost of equipment or supplies except as provided herein. Any item of expense must be explained in writing and approved by the City Manager or Council in advance. The City will not reimburse BB&K for costs for which no backup materials are provided. City Attorney may determine it necessary or appropriate to use one or more investigators, consultants, or experts in rendering the legal services required (particularly if a matter goes into litigation). City will be responsible for paying such fees and charges. City Attorney will not, however, retain the services of any investigators, consultants, or experts without the prior written approval of the City Manager. City Attorney will select any investigators, consultants, or experts to be hired only after approval of City Manager. Extraordinary travel expenses, including transportation, meals, and lodging, when incurred on behalf of the City shall be reimbursed by City only with the prior written approval of City Manager. -4- 55394.00000A9187497,1 8. STATEMENTS BB&K shall render to City a statement for fees, costs, and expenses incurred on a monthly basis. The Statement for General Legal Services shall be a single invoice for the compensation as set forth in Exhibit A. Statements for all other services shall indicate the basis of the fees, including the hours worked, the hourly rate(s), and a brief description of the work performed. Separate billing categories can be established to track costs associated with City funding categories or to track project costs, or such other basis as the City may direct. Reimbursable costs shall be separately itemized. The City reserves the right to require additional substantiation of any claimed expense or item billed by BB&K. Any work product or memoranda or other written material described in the invoices shall be produced to the City Council as requested. Services under this Agreement shall be billed in one-tenth of an hour (i.e., six minute) increments. Under no circumstances shall BB&K use "block billing" procedures, wherein a list or a series of activities is done with only an aggregate amount of time specified. All tasks set forth in BB&K's billing documentation shall be highly specific and highly detailed. Overly generalized listings of task descriptions such as "research," "pre-trial preparation," "review contract," or "prepare for negotiations," will not be acceptable without an additional description of the work performed. BB&K shall provide a detailed description that will provide a meaningful record to an independent auditor reviewing said task description. BB&K shall carefully examine all bills submitted for services rendered under this Agreement to ensure that appropriate billing practices are employed in billing the City hereunder. To that end, BB&K agrees that: A. They shall only bill for time which is specifically devoted to the scope of work; B. They shall not bill for the use of legal professionals for secretarial work or administrative work; C. They shall only devote resources that are reasonably necessary for the performance of the required services; and ll. They shall utilize a billing format that sets forth sufficient detail to permit full scrutiny by City or any City -retained auditors, of all charges, except as specified in Exhibit "A." Payments shall be made by City within thirty (30) days following receipt of the statement, except for those specific items on an invoice which are contested or questioned and are returned by City with a written explanation of the question or contest, within thirty (30) days of receipt of the invoice. 9. PROHIBITION AGAINST SUBCONTRACTING OR ASSIGNMENT The experience, knowledge, capability and reputation of BB&K, its partners, associates, and employees, was a substantial inducement for City to enter into this Agreement. Therefore, BB&K shall not contract with any other person or entity to perform, in whole or in part, the legal -5- 55394 00000\91 87497.1 5-55394,00000A9187497.1 services required under this Agreement without the written approval of City. In addition, neither this Agreement, nor any interest herein, may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily, or by operation of law, whether for the benefit of creditors, or otherwise, without the prior written approval of City. Adding attorneys to BB&K, changes in the partnership, name changes and similar changes shall not be deemed a transfer or assignment requiring approval of City or amendment hereof. 10. INDEPENDENT CONTRACTOR BB&K shall perform all legal services required under this Agreement as an independent contractor of City, and shall remain, at all times as to City, a wholly independent contractor with only such obligations as are required under this Agreement. Neither City, nor any of its employees, shall have any control over the manner, mode, or means by which BB&K, its agents or employees, render the legal services required under this Agreement, except as otherwise set forth. City shall have no voice in the selection, discharge, supervision or control of BB&K employees, servants, representatives, or agents, or in fixing then number, compensation, or hours of service. 11. INSURANCE BB&K shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement, including any extension thereof, the following policies of insurance: A. Comprehensive General Liability Insurance. A policy of comprehensive general liability instuance written on a per occurrence basis in an amount not less than a combined single limit of One Million Dollars ($1,000,000.00), and One Million Dollars ($1,000,000.00) products and completed operations. B. Workers' Compensation Insurance. A policy of workers' compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for both BB&K and City against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Contractor in the course of carrying out the work or services contemplated in this Agreement. C. Automobile Insurance. A policy of comprehensive automobile liability insurance written on a per occurrence basis in an amount not less than a combined single limit liability of One Million Dollars ($1,000,000.00). Said policy shall include coverage for owner, non -owner, leased and hired cars. D. Errors and Omissions Insurance. A policy of professional liability issuance written on a claims made basis in an amount not less than Three Million Dollars ($3,000,000.00). Except for the policy of professional liability insurance, all of the above policies of insurance shall be primary insurance and shall name City, its officers, employees and agents as additionally insured. Except for the policy of professional liability insurance, the insurer shall -6- 55394, 00000A9187497.1 waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. Except for the policy of professional liability insurance, all of said policies of insurance shall provide that said insurance may not be amended or canceled without providing thirty (30) days prior written notice by registered mail to the City. In the event any of said policies of insurance are cancelled, the attorney shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section to the City. Failure to do so is cause for termination. 12. INDEMNIFICATION A. BB&K agrees to indemnify City, its officers, employees and agents against, and will hold and save each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the work, operations or activities of BB&K, its agents, employees, subcontractors, or invitees, provided for herein or arising from the acts or omissions of BB&K hereunder, or arising from BB&K's performance of or failure to perform any term, provision, covenant or condition of this Agreement, except to the extent such claims or liabilities arise from the negligence or willful misconduct of City, its officers, agents or employees. B. City acknowledges BB&K is being appointed as City Attorney pursuant to the authority of Government Code Section 36505, and has the authority of that office. Accordingly, the City is responsible pursuant to Government Code Section 825 for providing a defense for the City Attorney for actions within the scope of its engagement hereunder. Therefore, City agrees to undertake its statutory duty and indemnify BB&K, its officers, employees and agents against and will hold and save each of them harmless from, any and all claims or liabilities that may be asserted or claims by any person, firm or entity arising out of or in connection with the work, operations or activities of BB&K within the course and scope of its performance hereunder, but nothing herein shall require City to indemnify BB&K for liability arising from its own negligence or alleged negligence. In connection herewith: (i) City will promptly provide a defense and pay any judgment rendered against the City, its officers, agency or employees for any such claims or liabilities arising out of or in connection with such work, operations or activities of City hereunder; (ii) In the event BB&K, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against City for such damages or other claims solely arising out of or in connection with the work operation or activities of City hereunder, City agrees to pay to BB&K, its officers, agents or employees any and all costs and expenses incurred by attorney, its officers, agents or employees in such action or proceeding, including, but not limited to, legal costs and attorneys' fees. 13. NOTICES Notices required pursuant to this Agreement shall be given by personal service upon the party to be notified, or by delivery of same into the custody of the United States Postal Service, or its lawful successor; postage prepaid and addressed as follows: -7- 55394.00000\9187497 1 7-55394.00000A9187497.1 CITY: City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 Attn: City Manager ATTORNEY: Best Best & Krieger LLP 18101 Von Karman Avenue Suite 1000 Irvine, CA 92612 (949)263-2600 Attn: Sonia R. Carvalho and copy to Managing Partner 14. NON-DISCRIMINATION In connection with the execution of this Agreement, BB&K shall not discriminate against any employee or applicant for employment because of race, religion, marital status, color, sex, handicap, sexual persuasion, or national origin. BB&K shall take affirmative action to ensure that applicants are employed, and that employees are treated fairly during their employment, without regard to their race, religion, color, sex, marital status, handicap, sexual persuasion, or national origin. Such actions shall include, but not be limited to, the following: employment, promotion, demotion, transfer, duties assignment; recruitment or recruitment advertising; layoff or' termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. 15. TERM, DISCHARGE AND WITHDRAWAL This Agreement shall commence on date first set forth above, and shall remain in full force and effect until terminated by either party hereto. City may discharge BB&K at any time, upon at least thirty (30) days' written notice to Carvalho. The City Attorney shall have no right to hearing or notice, and may be discharged with or without notice. BB&K may withdraw from City's representation at any time, to the extent permitted by law, and the Rules of Professional Conduct, upon at least sixty (60) days' written notice to City. In the event of such discharge or withdrawal, City will pay BB&K professional fees and costs, in accordance with this Agreement, for all work done (and costs incurred) through the date of cessation of legal representation, including, without limitation, proration of the monthly retainer amount to the date of such cessation. City agrees to execute, upon request, a stipulation in such form as to permit BB&K to withdraw as City's attorneys of record in any legal action then pending. BB&K shall deliver all documents and records of City to City, or to counsel designated by City, and assist to the fullest extent possible in the orderly transition of all pending matters to City's new counsel. 16. CONFLICTS BB&K represents that it currently has no client with interests adverse to those of the City with respect to this Agreement. BB&K shall not accept cases that may include causes of action against the City. -8- 55394 00000\9197497 1 8-55394.00000A9197497,1 17. INTERPRETATION OF AGREEMENT AND FORUM This Agreement shall be construed and interpreted both as to validity and performance of the parties in accordance with the laws of the State of California. In the event of any dispute hereunder, forum shall be the Superior Court, Santa Ana County. 18. INTEGRATED AGREEMENT; AMENDMENT This Agreement contains all of the agreements of the parties and cannot be amended or modified except by written agreement. No prior oral or written understanding shall be of any force or effect with respect to those matters covered in this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 19. CORPORATE AUTHORITY The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that in so executing this Agreement the parties hereto are formally bound to the provisions of this Agreement. -9- 55394.00000A9187497.1 IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for City Attorney Services as of the date first set Porth above. "CITY" CITY OF SANTA ANA, a charter cit and unicipal corporatic By --- JEL A. P JLIDO MAYOR Dated: September _, 2014 ATTEST: By C .71/l MARIA D. HUIZAR CLERIC OF THE COUNCIL Dated: /017 V _ "BB&K" BEST B ,S�T�/&.KRIEGER LLPQ�(,� By: "_�• ���ryL�G — SIONIA R. CAIZVt1LHO By: / JEF R S. BALI, GER PARTNER/MUNICIPAL PRACTICE GROUP LEADER Dated: September 2 2014 -10- 55394.00000A9187497.1 EXHIBIT "A" BILLING RATES (1) For General City Attorney Services, City agrees to compensate BB&K in the amount of Twenty Two Thousand Five Hundred Dollars ($22,500) per month. The parties agree and understand that the City shall pay BB&K $22,500 regardless of the amount of hours billed for General City Attorney Services, in recognition that the City is securing the General City Attorney legal services and availability of Carvalho during the term of this Agreement. BB&K will issue an invoice that outlines the days and total amount of hours billed for "General Legal Services." These general entries will only require that the generalized topic of the legal services be described. For example, "General Legal Services -- Office Hours or Administration." (2) For Additional General and Retainer Services, City agrees to compensate BB&K in the annual maximum amount of Two Hundred Thirty Thousand Dollars ($230,000) per Fiscal Year, Additional General Services may be provided by BB&K at the sole discretion of the City Attorney or Chief Assistant City Attorney at the following rates: Partner -- $254/hr. Of Counsel -- $254/hr. Senior Associate -- $254/hr. Junior Associate -- $254/hr. Paralegal/Cleric -- $165/hr. Admin. Asst. -- $165/hr. Research Analyst -- $165/hr. BB&K will issue an invoice that outlines the days and total amount of horns billed. These entries will describe the work performed. (3) Additional Specialized Legal Services shall include legal services described as Additional Specialized Legal Services in Section 2(C) of the Agreement or for any other services not specified, but requested by the City. All such matters may only be compensated after the City Manager or the City Council approves a specific engagement letter outlining the work to be performed. The engagement letter shall identify the staff person requesting the work, the project, and the hourly rates at which the work shall be performed. 'Ihe rates for Additional Specialized Legal Services shall range between $175 and $225 per hour for paralegals and $225 and $350 per hour for attorneys, unless a separate legal services agreement between the City and BB&K is approved by the City Council. Exhibit A 55394.00000A9187497.1 (4) Reimbursable Services shall include those described in Section 2(D) of the Agreement. The hourly rate for such services will be the applicable private hourly rate of the respective BB&K attorney, with or without a discount as negotiated at the time the new matter is approved through a written engagement letter. (5) Bond and finance fees shall be as set forth in Section 6 of the Agreement and Exhibit A-1 set forth hereto. (6) Project Participation costs shall be no more than $5,000 per year for public policy and ethics and not more than $2,500 per year for CEQA. Exhibit A 55394.00000A9197497.1 EXHIBIT "A-1" BB&K SCHEDULE OF PUBLIC FINANCE FEES For bond counsel and special counsel services in connection with the financing of public facilities, BB&K shall be compensated, depending upon the type of bonds, certificates of participation or other obligations that are to be issued, based on the following schedules. Unless otherwise mutually agreed, our fees as bond counsel on these financings will be payable from proceeds of each series of the bonds upon their issuance. 1. Certificates of Participation and Revenue Bonds. For services in connection with the issuance and sale of certificates of participation and revenue bonds, BB&K shall be paid a fee which will be the greater of (i) $35,000 or (ii) an amount based on the total principal amount of the certificates of participation or bonds to be sold, computed as follows: .35% of the first $10 million of the amount of the certificates or bonds issued, plus .25% of the next $10 million of the amount thereof, plus .125% of the amount thereof, if any, over $20 million. Notwithstanding the foregoing, in those cases where the 'fees are reimbursable by a third party, at BB&K's option it may proceed on a hourly basis at the private posted rates of the attorneys involved. 2. Community Facilities Districts. For services in connection with the issuance and sate of bonds of community facilities districts, BB&K shall be paid a fee which will be the greater of (i) $35,000 or (ii) an amount based on the total principal amount of the bonds to be sold, computed as follows: 35% of the first $10 million of the amount of the bonds issued, plus .25% of the next $10 million of the amount thereof, plus .125% of the amount thereof, if any, over $20 million. Notwithstanding the foregoing, in those cases where the fees are reimbursable by a third party, at BB&K's option it may proceed on a hourly basis at the private posted rates of the attorneys involved with respect to services rendered for the formation of or annexation to a CFD, as well as the negotiation and preparation of finding agreements and joint financing agreements. Hourly compensation shall be payable solely from deposits of third parties and bond counsel fees shall be payable solely from the proceeds of the sale of bonds. 3. Assessment Districts. For services in connection with the issuance and sale of bonds of assessment districts, BB&K shall be paid a fee which will be the greater of (i) $35,000 Exhibit A-1 55394.00000A9187497,1 or (ii) an amount based on the total principal amount of the bonds to be sold, computed as follows: .35% of the first $6 million of the arnocmt of the bonds issued plus, .25% of the next $10 million of the amount thereof, phis .125% of the amount thereof, if any, over $16 million. Notwithstanding the foregoing, in those cases where the fees are reimbursable by a third party, at BB&K's option it may proceed on a hourly basis at the private posted rates of the attorneys involved with respect to services rendered for the formation of or annexation to an AD, as well as the negotiation and preparation of funding agreements and joint financing agreements. Hourly compensation shall be payable solely from deposits of third parties and bond counsel fees shall be payable solely from the proceeds of the sale of bonds. 4. Investment and Other Agreements. For investment agreements, derivative transactions or interest rate swaps relating to of any bond issue, a separate fee will be charged depending on the type of derivative. Generally, our fee for a derivative transaction mirrors our bond counsel fee. Review of investment agreements will be charged at our hourly rates. 5. Disclosure Counsel. Our disclosure counsel fees for financings of the City of Santa Ana in the range of $10 million to $30 million will be $25,000. Our disclosure counsel services will include preparation and delivery of a preliminary official statement, bond purchase contract, final official statement, and continuing disclosure undertaking. If the transaction exceeds $30 million, we will seek additional compensation based upon an arrangement with the City of Santa Ana. The fees include our disclosure counsel services described above together with travel expenses to two meetings at the City of Santa Ana offices. These fees do not include attendance at any ratings presentations of the City of Santa Ana or related expenses. If other services are requested by the City of Santa Ana which are not within the scope of those provided for above, they will be performed on an hourly basis at the private posted rates of the attorneys involved. Our fees for bond and disclosure counsel will be payable from proceeds of each series of the bonds upon their issuance, and are not contingent on the bonds being sold. 6. Issuer's Counsel Opinions. Por all Issuer's Counsel Opinions provided by BB&K in connection with any bond financing, fees shall be the following: (1) for opinions on financings for which BB&K does not provide bond counsel and disclosure counsel services, $10,000; (2) for opinions on financings for which BB&K provides bond counsel services only, $5,000; (3) for opinions on financings for which BB&K provides disclosure counsel services only, $2,500; and (4) for opinions on financings for which BB&K provides both bond and disclosure counsel services, there will be no charge. Exhibit A-1 55394.00000A9187497.1 7. Other Public Finance Services. If other services are requested by the City of Santa Ana which are not within the scope of those provided for above, they will be performed on all hourly basis at the at the private posted rates of the attorneys involved. Exhibit A -I 55394.00000A9187497.1 Exhibit B BILLING STA'T'EMENT AND PAYMENT BB&K's fees are charged on a monthly basis for and are generally billed monthly with payment due within thirty (30) days after the date of the bill. The current monthly rate for the City Attorneys will be set forth in the billing statement as well as the hourly rate and staff' working on matters as provided by City Council will be set forth in the billing statement. Services under this Agreement shall not be billed in more than one-tenth of an hour (i.e., six minute) increments and shall represent the devotion of a full six minutes to a task before such an increment is billed. Under no circumstances shall BB&K use "block billing" procedures, wherein a list or a series of activities is done with only an aggregate amount of time specified. All tasks set forth in BB&K's billing documentation shall be highly specific and highly detailed, except as provided for in billing General Legal Services as set forth in Exhibit A. Overly generalized listings of task descriptions such as "research," "pre-trial preparation," "review contract," or "prepare for negotiations," will not be acceptable without an additional description of the work performed, except as provided for in billing general legal services as set forth in Exhibit A. BB&K shall provide a detailed description that will provide a meaningful record to an independent auditor reviewing said task description. The City reserves the right to require additional substantiation of any claimed expense or item billed by BB&K. Any work product or memoranda or other written material described in the invoices shall be produced to the City Council as requested. BB&K will incur various costs and expenses in performing legal services. These costs and expenses will be separately billed to the client and paid by client when BB&K is providing Additional Special Legal Services, pursuant to section or (C) of the Agreement, and include fees fixed by law or assessed by public agencies, litigation costs including deposition, reporter fees, and transcript fees, long distance telephone calls, messenger and other delivery fees, postage, photocopying and other reproduction costs when necessitated and authorized by the City, all based on the actual and reasonable cost. BB&K shall provide backup documentation. The monthly billing statements for fees and costs shall indicate the basis of the fees, including a detailed and auditable breakdown of the hours worked, the billable rates charged and description of the work performed. All bills are expected to be paid by the client within thirty (30) days following the date of the billing statement. Registration fees for attorneys attending conferences and seminars are paid by BB&K and are never charged to the City (unless expressly requested by the City). Exhibit B 55394.00000A9187497.1 Liability Insurance Endorsement Polley Period 4/30/2014 -4/30/2015 Efjerdsoe Date 4/30/2014 Policy Number 35894252 Insured Best Best ds' Krieger LLP Name of Company Vdgilantlnsuranca Company This Endorsement applies to the following forms: GENERAL LIABILITY Under Who Is An. Insured, the following provision is added: W12 Is An Insured Scheduled Person Or Organization Subject to all of the terms and conditions of this insurance, any person or organization shown in the Schedule, acting pursuant to a written contract or agreement between you and such person or organization, is an insured; but they are insureds only with respect to liability arising out of your operations, or your premises, if you are obligated, pursuant to such contract or agreement, to provide them with such insurance as is afforded by this policy, However, no such person or organization is an insured withrespect to any, • assumption of liability by them in a contract or agreement. This limitation does not apply to the liability for damages for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. • damages arising out of their sole negligence. Schedule PERSON OR ORGANIZATIONS THAT YOU ARE OBLIGATED, PURSUANT TO WRITTEN CONTRACT OR AGREEMENT BETWEEN YOU AND SUCH PERSON OR ORGANIZATION, TO PROVIDE WITH SUCH INSURANCE AS IS AFFORDED BY THIS POLICY BUT THEY ARE "INSUREDS" ONLY IP AND TO THE MINIMUM EXTENT THAT SUCH CONTRACT OR AGREEMENT REQUIRES THE PERSON OR ORGANIZATION TO BE AFFORDED STATUS AS AN "INSURED". Liability Insurance Additional Insured - Scheduled Person or Organization Page 1 Form 80-02-2367 Endorsement Attachment Code: D469853 Certificate ID : 11767171 HOWEVER, NO PERSON OR ORGANIZATION IS AN "INSURED" UNDER THIS PROVISION WHO IS MORE SPECIFICALLY DESCRIBED UNDER ANY OTHER PROVISION OF THE WHO IS AN INSURED SECTION OF THIS POLICY (REGARDLESS OF ANY LIMITATION APPLICABLE THERETO). All other terms and conditions remain unchanged, Liability Insurance Additional Insured - Scheduled Person or Organization Page 2 Form SC -02.2367 Endorsement Attachment Code: D469853 Certificate ID: 11767171 WORKERS' COMPENSA'T`ION AND EMPLOYERS' LIABILITY INSURANCE POLICY WC 99 03 04 (Ed. 7-05) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different dam is indicated below. (fhefollowing "atncblvg elauee"aeed bee Plntdwilgwhen this evdvmemevtia lseaed subsequent w pespemdoa of'he laity.) This endorsement, effective on 4/30/2014 at 12:01 A. I. standard time, forms a part of (DATE') Polley No. 71750505 of the FEDERAL INSURANCE COMPANY (NAME OF INSURANCE COMPANY) Issued to BEST BEST & KRIEGER LLP Endorsement No. We have the right to recover our payments from anyone liable for an injury coveted by this policy, We Will net enforce our right against the person or Organization named in the Schedule. The additional premium for the blankat waiver offered by this endorsement shall be 1.00% of total California premlutn Schedule Person or Organization job Description BLANKET WAIVER- ANY PERSON OR ORGANIZATION FOR ALL CALIFORNIA OPERATIONS WHOM TIME NAMED INSURED HAS AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER WC 99 03 04 MD. 7-08 Attachment Code: D466017 Certificate ID : 11767171 Pagel of 1 Liability Insurance Endorsement Policy Period 4/30/2014 to 4/30/2015 Effective Date 4/30/2014 Policy Number: 35884252 Insured: Best Best & Krieger LLP Name of Company Vigilant Insurance Company Date Issued 4/30/2014 This Endorsement applies to the following forms: GENERAL LIABILITY Under Conditions, the following condition is added: Conditions If you agree, in a written contract, agreement or permit, to provide pdmary insurance for any person or organization Included in Who Is An Insured, this Other insurance - Other Insurance - Primary Additional Insured condition applies, Primary Additional Insured If other valid and collectible insurance is available to the insured for loss we would otherwise cover under this insurance, our obligations are limited as follows. Primary Insurance This insurance Is primary. We will not seek contributions from any other Insurance available to the person or organization with whom you agree to include in Who Is An Insured, except when the Excess Insurance provision applies. Excess Insurance This insurance is excess over any other insurance, whether prlmary, excess, contingent or on any other basis: A. that is Fire, Extended Coverage, Builders Risk, Installation Risk or similar insurance for your work; Liability Insurance Other Insurance - Primary Additional Insured continued Form 80-02-2653 (Ed. 4-01) Endorsement Page 1 Attachment Code: D486082 Certificate ID: 11767171 Conditions Conditions OtherInsurance Primary Additional Insured (continued) B. that Is insurance that applies to property damage to premises rented to you or temporarily occupied by you with permission of the owner; C. if the loss arises out of aircraft, autos or watercraft (to the extent not subject to the Aircraft, Autos Or Watercraft exclusion); D. that Is insurance; 1. provided to you by any person or organization working under contract or agreement for you; or 2. under which you are included as an insured; or E. that is Insurance under any Property section of this policy. When this Insurance is excess, we will have no duty to defend the insured against any suit if any other insurer has a duty to defend such insured against such 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 loss, If any, that exceeds the sum of the total: • amount that all other Insurance would pay for loss In the absence of this insurance; and • of all deductible and self-insured amounts under all 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 negotiated specifically to apply in excess of the Limits Of Insurance shown In the Declarations of this insurance. Method of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this method each Insurer contributes equal amounts until it has paid its applicable limits 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 limits of Insurance to the total applicable limits of insurance of all Insurers. All other terms and conditions remain unchanged. Liability insurance Other Insurance - Primary Additional insured last page Form 80-02-2653 (Ed. 4.01) Endorsement Page 2 Attachment Code; D486082 Certiacate ID: 11767171 PROFESSIONAL SERVICES CONTRACT - APPOINT AND DESIGNATE SONIA CARVALHO, CITY ATTORNEY Approved April 2, 2012 A-2012-076 This PROFESSIONAL SERVICES CONTRACT FOR CITY ATTORNEY SERVICES (the "Agreement") is effective as of the 2nd day of April, 2012, by and between the law firm of BEST BEST & KRIEGER LLP, a California limited liability partnership ("BB&K"), and the CITY OF SANTA ANA, a municipal corporation (the "City"). The term "City" shall also include all boards, commissions, financing authorities, and other bodies of City. 1. APPOINTMENT City Council hereby appoints and designates Sonia R. Carvalho ("Carvalho") as the City Attorney, and hires BB&K as its City Attorney, to render such legal services as are customarily rendered by such officials and as further specified herein and as required by Charter Section 703, including, but not limited to, attending meetings of the City Council, Planning Commission, and other boards and bodies of City, and its affiliated agencies, as directed by the City. Notwithstanding the foregoing appointment, the designated City Attorney may be established from time to time or modified solely by resolution of the City Council. BB&K represents it employs, or will employ at its own expense, all personnel required for the satisfactory performance of any and all tasks and services set forth herein, except that BB&K shall not be required to hire any person already employed by the Office of the City Attorney who may be assigned tasks by, and who is supervised by Carvalho. BB&K shall not replace the designated City Attorney (or any successor to such person) without the City Council's prior approval. A temporary assignment of another attorney besides Carvalho due to vacation, illness or leave if necessary will be done only with the approval of the City Manager. City Attorney may appoint various assistants and deputies as City Attorney deems appropriate through the City's Personnel Department and only with the approval of the City Manager without the need for amendment hereof. 2. SCOPE OF WORK AND DUTIES A. General City Attorney Services: BB&K, specifically Carvalho, shall, as directed by the City, perform any and all work necessary for the provision of City Attorney services to City, including, without limitation, the following: (i) Attend all meetings of the City Council, and provide advice or opinion in writing whenever requested to do so by the City Council or by any of the officers, boards, commissions, committees, officers, and employees of the City as requested by the City Council, or City Manager, or his/her designee, in accordance with such policies and procedures as may be established by City from time to time; (ii) Attend, as necessary, all meetings of the Planning Commission and other board and commission meetings on request of the City Manager or his/her designee unless excused by the City Manager or his/her designee; (iii) Represent and advise the City Council and all City officers in all matters of law pertaining to their offices; 1 I Z -- PROFESSIONAL SERVICES CONTRACT CLERK �r - ' ` DATF BETWEEN THE CITY OF SANTA ANA AND BEST BEST AND KRIEGER LLP FOR CITY ATTORNEY SERVICES This PROFESSIONAL SERVICES CONTRACT FOR CITY ATTORNEY SERVICES (the "Agreement") is effective as of the 2nd day of April, 2012, by and between the law firm of BEST BEST & KRIEGER LLP, a California limited liability partnership ("BB&K"), and the CITY OF SANTA ANA, a municipal corporation (the "City"). The term "City" shall also include all boards, commissions, financing authorities, and other bodies of City. 1. APPOINTMENT City Council hereby appoints and designates Sonia R. Carvalho ("Carvalho") as the City Attorney, and hires BB&K as its City Attorney, to render such legal services as are customarily rendered by such officials and as further specified herein and as required by Charter Section 703, including, but not limited to, attending meetings of the City Council, Planning Commission, and other boards and bodies of City, and its affiliated agencies, as directed by the City. Notwithstanding the foregoing appointment, the designated City Attorney may be established from time to time or modified solely by resolution of the City Council. BB&K represents it employs, or will employ at its own expense, all personnel required for the satisfactory performance of any and all tasks and services set forth herein, except that BB&K shall not be required to hire any person already employed by the Office of the City Attorney who may be assigned tasks by, and who is supervised by Carvalho. BB&K shall not replace the designated City Attorney (or any successor to such person) without the City Council's prior approval. A temporary assignment of another attorney besides Carvalho due to vacation, illness or leave if necessary will be done only with the approval of the City Manager. City Attorney may appoint various assistants and deputies as City Attorney deems appropriate through the City's Personnel Department and only with the approval of the City Manager without the need for amendment hereof. 2. SCOPE OF WORK AND DUTIES A. General City Attorney Services: BB&K, specifically Carvalho, shall, as directed by the City, perform any and all work necessary for the provision of City Attorney services to City, including, without limitation, the following: (i) Attend all meetings of the City Council, and provide advice or opinion in writing whenever requested to do so by the City Council or by any of the officers, boards, commissions, committees, officers, and employees of the City as requested by the City Council, or City Manager, or his/her designee, in accordance with such policies and procedures as may be established by City from time to time; (ii) Attend, as necessary, all meetings of the Planning Commission and other board and commission meetings on request of the City Manager or his/her designee unless excused by the City Manager or his/her designee; (iii) Represent and advise the City Council and all City officers in all matters of law pertaining to their offices; 1 (iv) Be available for telephone consultation with City staff, as needed on legal matters which are within their area of operation and maintain regular office hours at City Hall as requested by the City Manager at times mutually agreed to by the City Manager and designated City Attorney, attend Executive Team staff meetings, meet with individual Council members as necessary; (v) Prepare or review necessary legal documents such as: ordinances and resolutions; all agreements of any nature; all real property instruments of any nature including purchase agreements and escrows, leases, covenants, deeds, easements and licenses; bond size, amount, and offering terms and conditions; public works construction documents including bid specifications, contracts, bonds, insurance, liens and related documents; memorandums of understanding; franchise agreements; and all similar documents, all as requested by City; (vi) Utilizing existing staff in the Office of the City Attorney employed by the City, prosecute on behalf of the people such criminal cases for violation of the Charter or City ordinances, and of misdemeanor offenses and infractions arising upon violations of the laws of the state as in his opinion, or that of the City Council, or of the City Manager, warrant his attention; (vii) Utilizing existing staff in the Office of the City Attorney employed by the City, represent and advise City on pending and potential litigation as requested by City; notwithstanding the foregoing, it is expressly understood that BB&K shall not be responsible for any pending litigation matter(s) handled by attorneys previously or otherwise employed by the City until all files have been transferred to BB&K and BB&K has specifically appeared in the matter(s) as attorneys of record on behalf of City; (viii) Monitor pending and current legislation and case law as appropriate; (ix) Supervise and manage all work of subordinate staff, including supervision of all staff of the Office of the City Attorney; (x) Supervise outside legal services; (xi) Represent and appear for the City, any City officer or employee, or former City officer or employee, in any or all actions and proceedings in which the City or any such officer or employee, in or by reason of his official capacity, is concerned or is a party; (xii) Represent and advise the Successor Agency and officials in all matters of law pertaining to their office; (xiii) Represent and advise the Housing Authority and Authority officials in all matters of law pertaining to their offices; and (xiv) Perform other related duties as required B. Special Legal Services: City Attorney, utilizing City Attorney staff to the extent they are available, will provide representation to City in all of its legal affairs, including, but not limited to, municipal law, land use, environmental, toxics, mining, water, tort defense, personnel, labor representation, code enforcement, criminal prosecution, successor agency, housing, and other matters, except where conflicts exist or where the City Council may otherwise direct. The City Attorney K shall represent City in all of the foregoing legal matters, and in initiating and defending all litigation unless otherwise directed by the City Council. C. Additional Specialized Legal Services: When requested in writing by the City Manager, City Attorney will provide cable television, finance, franchising, contracts, airport, water, waste water, electricity, waste management, transportation, enterprise and other specialized services which may require the assistance of special legal counsel. D. General Communication: The City Attorney will keep City informed as to the progress and status of all pending matters in accordance with such procedures as the City may establish from time to time. The City Attorney is expected to manage, control and oversee the delivery of legal services in a competent, professional, and cost-effective manner. All legal services shall be properly supervised and all personnel shall be qualified to handle the work assigned. If, with the approval of the City Council outside special counsel is retained, unless otherwise directed by the City Council, such special counsel shall be supervised by the City Attorney. E. Coordination of Services: All legal services shall be coordinated under the direction of the City Manager. Notwithstanding any other provision contained herein, any Additional Specialized Legal Services can only be authorized by the City Council or City Manager. Nothing in this Contract shall be construed in any manner as limiting the ultimate and absolute discretion of the City Council, at any time, to assign or reassign a legal matter of City from or to BB&K. 3. CITY DUTIES City agrees to provide such information, assistance, cooperation, and access to books, records, and other information as is necessary for BB&K to effectively render its professional services under this Contract. The City desires services to be rendered whenever possible on site; as such the City, at City's expense, will make available sufficient office space, furniture, telephones, computers, facsimile machines, and secretarial support, as approved by the City Manager, as may be necessary therefore. City further agrees to abide by this Contract, and to timely pay BB&K's bills for fees, costs, and expenses, as established by this Agreement. However, nothing in this Section, or any other part of this Agreement, shall be construed in any manner as limiting the ultimate and absolute discretion of the City Council, at any time, to assign or reassign legal matters of City from or to BB&K. 4. PERSONNEL City Attorney staff may be modified only as provided in Section 1 above and except as so provided, City Attorney will exercise discretion to utilize whichever attorney(s) (and staff) it determines to be best suited to render efficient and effective legal services under this Contract. City Attorney shall also, in accordance with City's rules and regulations, have authority to hire staff in the Office of the City Attorney. S. COMPENSATION A. Compensation shall be as set forth in Exhibit A. B. Payment of Compensation shall be as set forth in Exhibit B. 6. BOND OR FINANCIAL SERVICES: SERVICES FOR THIRD PARTIES Notwithstanding the foregoing, (i) in the event City determines BB&K shall act as Bond Counsel 3 for the issuance of City bonds, the compensation provisions set forth in Exhibit A-1 shall apply; and (ii) where legal services are subject to cost recovery from a private third party, such as a developer, the hourly rate will be Three Hundred Dollars ($300) per hour, or such other increased hourly rate as has been agreed to by such third party. 7. COSTS AND OTHER CHARGES BB&K may incur various costs and expenses in rendering the legal services required by this Agreement which, if customary and necessary for the performance of legal services hereunder, with the prior approval of the City Manager shall be reimbursable by City. These costs and expenses are described in more detail in Exhibit A. All clerical services, ordinary travel costs (e.g., from the BB&K office to court or City Hall), and miscellaneous expenses (e.g., telephone and facsimile charges) are included within the rates set forth above, and there shall be no additional charges for such expenses. City agrees to reimburse BB&K for expenses such as experts' or consultant fees, or litigation expenses such as court reporters, which shall be passed through to the City at the actual costs thereof. Reimbursable costs shall not include any overhead or administrative charge by BB&K or BB&K's cost of equipment or supplies except as provided herein. Any item of expense must be explained in writing and approved by the City Manager in advance. The City will not reimburse BB&K for costs for which no backup materials are provided. City Attorney may determine it necessary or appropriate to use one or more outside investigators, consultants, or experts in rendering the legal services required (particularly if a matter goes into litigation). City will be responsible for paying such fees and charges. City Attorney will not, however, retain the services of any outside investigators, consultants, or experts without the prior written approval of City Manager and/or the City Council. City Attorney will select any investigators, consultants, or experts to be hired only after approval of City Manager. Extraordinary travel expenses, including transportation, meals, and lodging, when incurred on behalf of the City shall be reimbursed by City only with the prior written approval of City Manager. 8. STATEMENTS BB&K shall render to City a statement for fees, costs, and expenses incurred on a monthly basis. The Statement for General legal Services shall be a single invoice for the compensation as set forth in Exhibit A. Statements for all other services shall indicate the basis of the fees, including the hours worked, the hourly rate(s), and a brief description of the work performed. Separate billing categories can be established to track costs associated with City funding categories or to track project costs, or such other basis as the City may direct. Reimbursable costs shall be separately itemized. The City reserves the right to require additional substantiation of any claimed expense or item billed by BB&K. Any work product or memoranda or other written material described in the invoices shall be produced to the City Manager as requested. Services under this Contract shall not be billed in more than one-tenth of an hour (i.e., six minute) increments and shall represent the devotion of a full six minutes to a task before such an increment is billed. Under no circumstances shall BB&K use "block billing" procedures, wherein a list or a series of activities is done with only an aggregate amount of time specified. All tasks set forth in BB&K's billing documentation shall be highly specific and highly detailed. Overly generalized listings of task descriptions such as "research," "pre-trial preparation," "review contract," or "prepare for negotiations," will not be acceptable without an additional description of the work performed. BB&K shall provide a detailed description that will provide a meaningful record to an independent auditor reviewing said task description. 4 BB&K shall carefully examine all bills submitted for services rendered under this Contract to ensure that appropriate billing practices are employed in billing the City hereunder. To that end, BB&K agrees that: (a) They shall only bill for time which is specifically devoted to the Scope of Work; (b) They shall not bill for the use of legal professionals for secretarial work or administrative work; (c) They shall not bill for review of junior attorneys' work; (d) They shall only devote resources which are reasonably necessary for the performance of the required services; and (e) They shall utilize a billing format that sets forth sufficient detail to permit full scrutiny by City or any City -retained auditors, of all charges, except as specified in Exhibit "A." Payments shall be made by City within sixty (60) days of receipt of the statement, except for those specific items on an invoice which are contested or questioned and are returned by City with a written explanation of the question or contest, within thirty (30) days of receipt of the invoice. 9. PROHIBITION AGAINST BC NTRA IN R A SI NMENT The experience, knowledge, capability and reputation of BB&K, its partners, associates, and employees, was a substantial inducement for City to enter into this Agreement. Therefore, BB&K shall not contract with any other person or entity to perform, in whole or in part, the legal services required under this Agreement without the written approval of City. In addition, neither this Agreement, nor any interest herein, may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily, or by operation of law, whether for the benefit of creditors, or otherwise, without the prior written approval of City. Adding attorneys to BB&K, changes in the partnership, name changes and similar changes shall not be deemed a transfer or assignment requiring approval of City or amendment hereof. 10. INDEPENDENT CONTRACTOR BB&K shall perform all legal services required under this Agreement as an independent contractor of City, and shall remain, at all times as to City, a wholly independent contractor with only such obligations as are required under this Agreement. Neither City, nor any of its employees, shall have any control over the manner, mode, or means by which BB&K, its agents or employees, render the legal services required under this Agreement, except as otherwise set forth. City shall have no voice in the selection, discharge, supervision or control of BB&K employees, servants, representatives, or agents, or in fixing their number, compensation, or hours of service. 11. INSURANCE BB&K shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement, including any extension thereof, the following policies of insurance: (a) Comprehensive General Liability Insurance. A policy of comprehensive general liability insurance written on a per occurrence basis in an amount not less than a combined single limit of One 5 Million Dollars ($1,000,000.00), and One Million Dollars ($1,000,000.00) products and completed operations. (b) Workers' Compensation Insurance. A policy of workers' compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for both BB&K and City against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Contractor in the course of carrying out the work or services contemplated in this Agreement. (c) Automobile Insurance. A policy of comprehensive automobile liability insurance written on a per occurrence basis in an amount not less than a combined single limit liability of One Million Dollars ($1,000,000.00). Said policy shall include coverage for owner, non -owner, leased and hired cars. (d) Errors and Omissions Insurance. A policy of professional liability issuance written on a claims made basis in an amount not less than Three Million Dollars ($3,000,000.00). Except for the policy of professional liability insurance, all of the above policies of insurance shall be primary insurance and shall name City, its officers, employees and agents as additionally insured. Except for the policy of professional liability insurance, the insurer shall waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. Except for the policy of professional liability insurance, all of said policies of insurance shall provide that said insurance may not be amended or canceled without providing thirty (30) days prior written notice by registered mail to the City. In the event any of said policies of insurance are cancelled, the attorney shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section to the City. Failure to do so is cause for termination. 12. INDEMNIFICATION A. BB&K agrees to indemnify City, its officers, employees and agents against, and will hold and save each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the work, operations or activities of BB&K, its agents, employees, subcontractors, or invitees, provided for herein or arising from the acts or omissions of BB&K hereunder, or arising from BB&K's performance of or failure to perform any term, provision, covenant or condition of this Agreement, except to the extent such claims or liabilities arise from the negligence or willful misconduct of City, its officers, agents or employees. B. City acknowledges BB&K is being appointed as City Attorney pursuant to the authority of Government Code Section 36505, and has the authority of that office. Accordingly, the City is responsible pursuant to Government Code Section 825 for providing a defense for the City Attorney for actions within the scope of its engagement hereunder. Therefore, City agrees to undertake its statutory duty and indemnify BB&K, its officers, employees and agents against and will hold and save each of them harmless from, any and all claims or liabilities that may be asserted or claims by any person, firm or entity arising out of or in connection with the work, operations or activities of BB&K within the course and scope of its performance hereunder, but nothing herein shall require City to indemnify BB&K for liability arising from its own negligence or alleged negligence. In connection herewith: (i) City will promptly provide a defense and pay any judgment rendered against the City, its officers, agency or employees for any such claims or liabilities arising out of or in connection with such work, operations or activities of City hereunder; N. (ii) In the event BB&K, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against City for such damages or other claims solely arising out of or in connection with the work operation or activities of City hereunder, City agrees to pay to BB&K, its officers, agents or employees any and all costs and expenses incurred by attorney, its officers, agents or employees in such action or proceeding, including, but not limited to, legal costs and attorneys' fees. 13. NOTICES Notices required pursuant to this Agreement shall be given by personal service upon the party to be notified, or by delivery of same into the custody of the United States Postal Service, or its lawful successor; postage prepaid and addressed as follows: CITY: City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 Attention: City Manager ATTORNEY: Best Best & Krieger LLP 5 Park Plaza, Suite 1500 Irvine, California 92614 494-263-2600 (office) Attention: Sonia R. Carvalho Best Best & Krieger LLP 3750 University Avenue, Suite 400 Riverside, CA 92502 Attn: Managing Partner Service of a notice by personal service shall be deemed to have been given as of the date of such personal service. Notice given by deposit with the United States Postal Service shall be deemed to have been given two (2) consecutive business days following the deposit of the same in the custody of said Postal Service. Either party hereto may, from time to time, by written notice to the other, designate a different address or person which shall be substituted for that specified above. 14. NON-DISCRIMINATION In connection with the execution of this Agreement, BB&K shall not discriminate against any employee or applicant for employment because of race, religion, marital status, color, sex, handicap, sexual persuasion, or national origin. BB&K shall take affirmative action to ensure that applicants are employed, and that employees are treated fairly during their employment, without regard to their race, religion, color, sex, marital status, handicap, sexual persuasion, or national origin. Such actions shall include, but not be limited to, the following: employment, promotion, demotion, transfer, duties assignment; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. 1s. TERM, DISCHARGE AND WITHDRAWAL This Agreement shall commence on April 2, 2012, and shall remain in full force and effect until terminated by either party hereto. After November 1, 2012, City may discharge BB&K at any time. The City Attorney shall have no right to hearing or notice, and may be discharged with or without notice. 7 BB&K may withdraw from City's representation at any time, to the extent permitted by law, and the Rules of Professional Conduct, upon at least sixty (60) days' written notice to City. In the event of such discharge or withdrawal, City will pay BB&K professional fees and costs, in accordance with this Agreement, for all work done (and costs incurred) through the date of cessation of legal representation, including, without limitation, proration of the monthly retainer amount to the date of such cessation. City agrees to execute, upon request, a stipulation in such form as to permit BB&K to withdraw as City's attorneys of record in any legal action then pending. BB&K shall deliver all documents and records of City to City, or to counsel designated by City, and assist to the fullest extent possible in the orderly transition of all pending matters to City's new counsel. 16. CONFLICTS BB&K represents that it currently has no client with interests adverse to those of the City with respect to this Contract. BB&K shall not accept cases that may include causes of action against the City. 17. INTERPRETATION OF AGREEMENT AND FORUM This Contract shall be construed and interpreted both as to validity and performance of the parties in accordance with the laws of the State of California. In the event of any dispute hereunder, forum shall be the Superior Court, Orange County. 18. INTEGRATED AGREEMENT: AMENDMEN This Agreement contains all of the agreements of the parties and cannot be amended or modified except by written agreement. No prior oral or written understanding shall be of any force or effect with respect to those matters covered in this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 19. CORPORATE AUTHORITY The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that in so executing this Agreement the parties hereto are formally bound to the provisions of this Agreement. 0 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date of execution by the City. Dated: April 2, 2012 ATTEST: MARIA D. HUIZAR Clerk of the Council "CITY" CITY OF SANTA ANA, a municipal corporation By. ,. GGGGGG PAUL WALTERS, Interim City Manager APPROVED AS TO FORM: By: JO PH STRAKA Interim City Attorney Dated: April 2, 2012 "BEST BEST & KRIEGER LLP" By: R. em-d� Sonia R. Carvalho E EXHIBIT "A" BILLING RATES (1) The City expects that General legal services (which include services described in Section 2 of the Contract) are anticipated to be for one hundred and fifty (150) hours per month and the City agrees to compensate BB&K at the rate of Twenty -Five Thousand ($25,000) per month. The parties agree and understand that the City shall pay BB&K $25,000 regardless of the amount of hours billed, in recognition that the City is securing the services and availability of Carvalho during the term of this Agreement. BB&K will issue an invoice that outlines the days and total amount of hours billed for "General Legal Services." These general entries will only require that the generalized topic of the legal services be described. For example, "General Legal Services -- Office Hours." Other work performed shall comply with the requirements of Section 8(e) of this Agreement. Notwithstanding anything herein to the contrary, additional General legal services may be provided by BB&K at the sole discretion of the City Attorney at a blended rate of Two Hundred Fifty Dollars ($250) per hour for attorneys and One Hundred Fifty Dollars ($150) per hour for paralegals in an amount not to exceed a maximum of Twenty Five Thousand Dollars ($25,000) in any one Fiscal Year. (2) Special legal services shall include legal services described as Special Legal Services in Section 2 of the Contract. All such matters shall be billed at the rate of Two Hundred Fifty Dollars ($250) per hour only when prior written approval has been obtained from City Manager. Additional Specialized Legal Services shall include those described in Section 2 of the Contract and shall be billed at the rates identified in the specific engagement for such matter and approved in writing by the City Manager. Such rates for Additional Specialized Legal Services shall range between $200 and $350 per hour. (3) Whenever possible all work should be completed on-site using City employees and City equipment at no charge to BB&K. If it is necessary to perform work on BB&K's premises or outside City Hall and such work has been authorized by the City Manager and/or the City Council, BB&K will be reimbursed for out- of-pocket expenses including telecopier, messenger, courier, and other communication costs; reproduction expense; computer research services (at actual cost); court reporters; mileage costs for travel to court and administrative proceedings (IRS standard rate); travel expenses outside of Southern California; and other costs and expenses incurred on City's behalf. (4) When authorized by the City Manager and/or City Council the use of BB&K paralegals, irrespective of matter, the reimbursement rate shall be One Hundred Ten Dollars ($110) per hour. (5) The foregoing fee arrangement shall remain in effect until adjusted by the City Council via separate resolution, provided however, that on July 1, 2013 and each July 1st thereafter, all hourly rates or flat fee amounts would be increased by an amount mutually agreeable. (6) Bond and finance fees shall be as set forth in Exhibit A-1 set forth hereto Exhibit B BILLING STATEMENT AND PAYMENT The Firm's fees are charged on a monthly basis for and are generally billed monthly with payment due within thirty (30) days after the date of the bill. The current monthly rate for the City Attorneys will be set forth in the billing statement as well as the hourly rate and staff working on matters as provided by City Manager and/or City Council will be set forth in the billing statement. Travel time is billable, except commute time to and from City Hall. Services under this Contract shall not be billed in more than one-tenth of an hour (i.e., six minute) increments and shall represent the devotion of a full six minutes to a task before such an increment is billed. Under no circumstances shall BB&K use "block billing" procedures, wherein a list or a series of activities is done with only an aggregate amount of time specified. All tasks set forth in BB&K's billing documentation shall be highly specific and highly detailed, except as provided for in billing General legal services as set forth in Exhibit A . Overly generalized listings of task descriptions such as "research," "pre-trial preparation," "review contract," or "prepare for negotiations," will not be acceptable without an additional description of the work performed , except as provided for in billing General legal services as set forth in Exhibit A BB&K shall provide a detailed description that will provide a meaningful record to an independent auditor reviewing said task description. The City reserves the right to require additional substantiation of any claimed expense or item billed by BB&K. Any work product or memoranda or other written material described in the invoices shall be produced to the City Manager as requested. The Firm will incur various costs and expenses in performing legal services. These costs and expenses are separately billed to the client and include fees fixed by law or assessed by public agencies, litigation costs including deposition, reporter fees, and transcript fees, long distance telephone calls, messenger and other delivery fees, postage, photocopying and other reproduction costs when necessitated and authorized by the City, all based on the actual and reasonable cost. Firm shall provide backup documentation. It is understood that Firm will not charge for mileage between its office and City facilities, nor for local telephone calls or calls made to the City. In exchange, Firm shall not be charged for calls made or received at the City, whether local or long-distance, or for copying charges since copying on-site will reduce the charge to the client. The monthly billing statements for fees and costs shall indicate the basis of the fees, including a detailed and auditable breakdown of the hours worked, the billable rates charged and description of the work performed. All bills are expected to be paid within sixty (60) days of the date of the billing statement. Registration fees for attorneys attending conferences and seminars are paid by the Firm and are never charged to the City (unless expressly requested by the City). EXHIBIT "A-1" BB&K SCHEDULE OF PUBLIC FINANCE FEES For bond counsel and special counsel services in connection with the financing of public facilities, BB&K shall be compensated, depending upon the type of bonds, certificates of participation or other obligations which are to be issued, based on the following schedules. Unless otherwise mutually agreed, our fees as bond counsel on these financings will be payable from proceeds of each series of the bonds upon their issuance. 1. Certificates of Participation and Revenue Bonds. For services in connection with the issuance and sale of certificates of participation and revenue bonds, BB&K shall be paid a fee which will be the greater of (i) $35,000 or (ii) an amount based on the total principal amount of the certificates of participation or bonds to be sold, computed as follows: .35% of the first $10 million of the amount of the certificates or bonds issued, plus .25% of the next $10 million of the amount thereof, plus .125% of the amount thereof, if any, over $20 million. Notwithstanding the foregoing, in those cases where the fees are reimbursable by a third party, at BB&K's option it may proceed on a hourly basis at the private posted rates of the attorneys involved. 2. Community Facilities Districts. For services in connection with the issuance and sale of bonds of community facilities districts, BB&K shall be paid a fee which will be the greater of (i) $35,000 or (ii) an amount based on the total principal amount of the bonds to be sold, computed as follows: .35% of the first $10 million of the amount of the bonds issued, plus .25% of the next $10 million of the amount thereof, plus .125% of the amount thereof, if any, over $20 million. Notwithstanding the foregoing, in those cases where the fees are reimbursable by a third party, at BB&K's option it may proceed on a hourly basis at the private posted rates of the attorneys involved with respect to services rendered for the formation of or annexation to a CFD, as well as the negotiation and preparation of funding agreements and joint financing agreements. Hourly compensation shall be payable solely from deposits of third parties and bond counsel fees shall be payable solely from the proceeds of the sale of bonds. 3. Assessment Districts. For services in connection with the issuance and sale of bonds of assessment districts, BB&K shall be paid a fee which will be the greater of (i) $35,000 or (ii) an amount based on the total principal amount of the bonds to be sold, computed as follows: 35% of the first $6 million of the amount of the bonds issued, plus 25% of the next $10 million of the amount thereof, plus 125% of the amount thereof, if any, over $16 million. Notwithstanding the foregoing, in those cases where the fees are reimbursable by a third party, at BB&K's option it may proceed on a hourly basis at the private posted rates of the attorneys involved with respect to services rendered for the formation of or annexation to an AD, as well as the negotiation and preparation of funding agreements and joint financing agreements. Hourly compensation shall be payable solely from deposits of third parties and bond counsel fees shall be payable solely from the proceeds of the sale of bonds. 4. Investment and Other Agreements. For investment agreements, derivative transactions or interest rate swaps relating to of any bond issue, a separate fee will be charged depending on the type of derivative. Generally, our fee for a derivative transaction mirrors our bond counsel fee. Review of investment agreements will be charged at our hourly rates. 5. Disclosure Counsel. Our disclosure counsel fees for financings of the City of Santa Ana in the range of $10 million to $30 million will be $25,000. Our disclosure counsel services will include preparation and delivery of a preliminary official statement, bond purchase contract, final official statement, and continuing disclosure undertaking. If the transaction exceeds $30 million, we will seek additional compensation based upon an arrangement with the City of Santa Ana. The fees include our disclosure counsel services described above together with travel expenses to two meetings at the City of Santa Ana offices. These fees do not include attendance at any ratings presentations of the City of Santa Ana or related expenses. If other services are requested by the City of Santa Ana which are not within the scope of those provided for above, they will be performed on an hourly basis at the private posted rates of the attorneys involved. Our fees for bond and disclosure counsel will be payable from proceeds of each series of the bonds upon their issuance, and are not contingent on the bonds being sold. 6. Issuer's Counsel Opinions. For all Issuer's Counsel Opinions provided by BB&K in connection with any bond financing, fees shall be the following: (1) for opinions on financings for which BB&K does not provide bond counsel and disclosure counsel services, $10,000; (2) for opinions on financings for which BB&K provides bond counsel services only, $5,000; (3) for opinions on financings for which BB&K provides disclosure counsel services only, $2,500; and (4) for opinions on financings for which BB&K provides both bond and disclosure counsel services, there will be no charge. 7. Other Public Finance Services. If other services are requested by the City of Santa Ana which are not within the scope of those provided for above, they will be performed on an hourly basis at the at the private posted rates of the attorneys involved. Liability Insurance Endorsement Policy Period 1112212011 - 1112212012 Effective Date 1112212011 Policy Number 35894252 Insured Best, Best & Krieger, LLP Name of Company Vigilant Insurance Company Date Issued: 1112212010 This Endorsement applies to the following forms: GENERAL LIABILITY Under Who Is An Insured, the following provision is added: Who Is An Insured Scheduled Person Or Organization Subject to all of the terms and conditions of this insurance, any person or organization shown in the Schedule, acting pursuant to a written contract or agreement between you and such person or organization, is an insured; but they are insureds only with respect to liability arising out of your operations, or your premises, if you are obligated, pursuant to such contract or agreement, to provide them with such insurance as is afforded by this policy. However, no such person or organization is an insured with respect to any: • assumption of liability by them in a contract or agreement. This limitation does not apply to the liability for damages for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. • damages arising out of their sole negligence. Schedule PERSON OR ORGANIZATIONS THAT YOU ARE OBLIGATED, PURSUANT TO WRITTEN CONTRACT OR AGREEMENT BETWEEN YOU AND SUCH PERSON OR ORGANIZATION, TO PROVIDE WITH SUCH INSURANCE AS IS AFFORDED BY THIS POLICY BUT THEY ARE "INSUREDS" ONLY IF AND TO THE MINIMUM EXTENT THAT SUCH CONTRACT OR AGREEMENT REQUIRES THE PERSON OR ORGANIZATION TO BE AFFORDED STATUS AS AN "INSURED". Liability Insurance Additional Insured - Scheduled Person or Organization Page I Form 80-02-2367 Endorsement Attachment Code: D469653 Certificate ID: 11767171 WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below. (The following "attaching clause" need be completed only when this endorsement is issued subsequent to preparation of the policy.) This endorsement, effective on 4!1!2012 at 12:01 A.M. standard time, forms a part of (DATE) Policy No. 72 WE DQ2237 of the HARTFORD CASUALTY INSURANCE COMPANY (NAME OF INSURANCE COMPANY) issued to BEST, BEST & KRIEGER LLP Endorsement No We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 1.00 % of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 WC 252 (4-84) WC 04 03 06 (ED. 4-84) Attachment Code: D466017 Certiflcate ID: 11767171 Job Description See Attached Certificate and Description of Operations Page 1 of 1 Conditions D. that is insurance: Other Insurance 1. provided to you by any person or organization working under contract or (continued) agreement for you; or 2. under which you are included as an insured; or E. that is insurance under any Property section of this policy. When this insurance is excess, we will have no duty to defend the insured against any suit if any other insurer has a duty to defend such insured against such 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 loss, if any, that exceeds the sum of the total: • amount that all other insurance would pay for loss in the absence of this insurance; and • of all deductible and self-insured amounts under all 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 negotiated specifically to apply in excess of the Limits Of Insurance shown in the Declarations of this insurance. Method of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this method each insurer contributes equal amounts until it has paid its applicable limits 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 limits of insurance to the total applicable limits of insurance of all insurers. Liability Insurance Form 80-02-2000 (Rev. 4-01) Contract Page 22 of 32 Miscellaneous Attachment: M451685 Certificate ID: 11767171 Other Insurance If other valid and collectible insurance is available to the insured for loss we would otherwise cover under this insurance, our obligations are limited as follows. Primary Insurance This insurance is primary except when the Excess Insurance provision described below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in the Method of Sharing provision described below. Excess Insurance This insurance is excess over any other insurance, whether primary, excess, contingent or on any other basis: A. that is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar insurance for your work; B. that is insurance that applies to property damage to premises rented to you or temporarily occupied by you with permission of the owner; C. if the loss arises out of aircraft, autos or watercraft (to the extent not subject to the Aircraft, Autos Or Watercraft exclusion); Liability Insurance Form 80-02-2000 (Rev. 4-01) Contract Page 22 of 32 CHUBB General Liability Miscellaneous Attachment: M451685 Certificate ID: 11767171 HOWEVER, NO PERSON OR ORGANIZATION IS AN "INSURED" UNDER THIS PROVISION WHO IS MORE SPECIFICALLY DESCRIBED UNDER ANY OTHER PROVISION OF THE WHO IS AN INSURED SECTION OF THIS POLICY (REGARDLESS OF ANY LIMITATION APPLICABLE THERETO). All other terms and conditions remain unchanged. Attachment Code: D469853 Certificate ID: 11767171 CERTIFICATE OF INSURANCE PRODUCER USI Affinity This Certificate is issued as a matter of information only and confers One International Plaid, Suite 400 no rights upon the Certificate Holder. This Certificate does not Philadelphia, PA 19113 affirmatively or negatively amend, extend or alter the coverage afford 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. INSURED COMPANY AFFORDING COVERAGE Best, Best & Krieger, LLP Lloyds of London 3750 University Avenue, Suite 400 Paragon International Insurance Brokers, Ltd. Riverside, CA 92501 140 Leadenhall Street London, England EC3V 4QT This is to certify that the policy of insurance listed below has 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 policy described herein is subject to all the terms, exclusions and conditions of such —policy. Limits shown may have been reduced by paid claims. TYPE OF INSURANCE LAWYERS ERRORS AND OMISSIONS INSURANCE POLICY NUMBER EFFECTIVE DATE EXPIRATION DATE LDUSA1100774 09/01/2011 09/01/2012 LIMITS OF LIABILITY at least $3,000,000 any one claim and in the annual aggregate including claims expenses. CERTIFICATE HOLDER CANCELLATION City of Santa Ana Should any of the above described policies be cancelled before the expiration 20 Civic Center Plaza date thereof, notice will be delivered in accordance with the policy provisions. Santa Ana, CA 92701 Attention: City Manager April 27, 2012 Signature of Authorized Representative Date F0 110RI'M t t0l'jlc" t:ily December S. 2011 Signature of Authorized Representative Date \PPROVLD AS TO FORM .aura Stitt Sheedy \,,Islam City Attorney ZM I DEC 13 rel 9= 51 CERTIFICATE OF INSURANCE PRODUCER CLERK OF COUNCIL USI Affinity This Certificate is issued as a matter of information only and confers One International Plaza, Suite 400 no rights upon the Certificate Holder. This Certificate does not Philadelphia, PA 19113 affirmatively or negatively amend, extend or alter the coverage afforded by the policies belowi This Cecli'1>l"icate of Insurance does not constitute a contract between the issuing insurer(s), authorized re resentative or Producer. and the Certificate Holder. INSURED COMPANY AFFORDING COVERAGE Best, Best & Krieger, LLP Lloyds of London 3750 University Avenue, Suite 400 Paragon International Insurance Brokers, Ltd. Riverside, CA 92501 140 Leadenhall Street London, England EC3V 4QT This is to certify that the policy of insurance listed below has 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 policy described herein is subject to all the terms, exclusions and conditions of such lic . Limits shown may have been reduced by aid claims. TYPE OF INSURANCE LAWYERS ERRORS AND OMISSIONS INSURANCE POLICY NUMBER EFFECTIVE DATE EXPIRATION DATE LDUSA 1100774 09/01/2011 09/01/2012 LIMITS OF LIABILITY at least $1,000,000 any one claim and in the annual aggregate including claims expenses. CERTIFICATE HOLDER CANCELLATION City of Santa Ana Should any of the above described policies be cancelled before the expiration Attn: Maria D. Huizar, Clerk of the Council date thereof, notice will be delivered in accordance with the policy provisions. 20 Civic Center Plaza (M-30) P O Box 1988 Santa Ana, CA 92702-1988 December S. 2011 Signature of Authorized Representative Date \PPROVLD AS TO FORM .aura Stitt Sheedy \,,Islam City Attorney CERTIFICATE OF INSURANCE PRODUCER USI Afflnity This Certificate is issued as a matter of information only and confers One International Plaza, Suite 400 no rights upon the Certificate Holder. This Certificate does not Philadelphia,PA 19113 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 representativep or groducer, and the Certificate Holder. INSURED COMEANY AFFORDING COVERAGE Best, Best & Krieger, LLP Lloyds of London 3750 University Avenue, Suite 125 Paragon International Insurance Brokers, Ltd. Riverside, CA 92501 140 Leadenhall Street London, England EC3V 4QT This is to certify that the policy of insurance listed below has 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 policy described herein is subject to all the terms, exclusions and conditions of such policy. Limits shown may have been reduced by paid claims, TYPE OF INSURANCE .LAWYERS ERRORS AND OMISSIONS INSURANCE POLICY NUMBER EFFECTIVE DATE EXPIRATION DATE LDUSA1400774 09/01/2014 09/01/2015 L mors; OF LIABILITY at least $3,000,000 any one claim and in the annual aggregate including claims expenses. CERTIFICATE HOLDER CANCELLATION City of Santa Alla Should any of the above described policies be cancelled before the expiration 20 Civic Center Plaza date thereof, notice will be delivered in accordance with the policy provisions. Santa Ana, CA 92701 Attention: City Manager Signature of Authorized Representative August 29, 2014 Date ACOR" CERTIFICATE OF LIABILITY INSURANCEDATE(MM/DD/YYYY) � 16. 11/22/2012F 4/26/2012 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 Lockton Insurance Brokers, LLC 725 S. Figueroa Street, 35th Fl. CA License #OF 15767 Los Angeles CA 90017 CONTACT NAME: PHONE FAX ac No E-MAIL ADDRESS: A (213) 689-0065 INSURERS AFFORDING COVERAGE NAIC # INSURER A: `%1 ilant Insurance Company 20397 35894252 INSURED Best Best & Krieger LLP INSURER B: 2 INSURER C : Hartford Accident and Indemnity Company 22357 1312669 3750 University Ave., 3rd Floor Riverside CA 92502 INSURER D: INSURER E: INSURER F: GUVI'KALitJ KI-,NKlFJl I W) CFRTIFICOTF NI IMRFR• I I /h-/ I 11 011=1/1CIAAI 4111I1ADC0. YYYVYYY THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADD INSR SUBR WV POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS A GENERAL LIABILITY Y N 35894252 11/22/2011 11/22/2412 EACH OCC RREN DAMAGE TO RENTED PREMISES (Ea occurrence) $ 1,000,0 0 X MMERCIAL GENERA BILITY CLAIMS -MADE X OCCUR MED EXP (Any oneperson) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2.000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ Included POLICY PRO LOC JECT $ B AUTOMOBILE LIABILITY N N 73555244 11/22/2011 11/22/2012 CUME31NED SINGLE LIMIT (Ea accident) $ 1,000,000 I ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per person) $ XXXXXXX BODILY INJURY Per accident $ XXXXXXX PROPERTY DAMAGE $ XXXXXXX (Per accidpratl X HIRED AUTOS X AUTO -OWNED $XXXXXXX UMBRELLA LIAB HCLAIMS-MADE OCCUR NOT APPLICABLE EACH OCCURRENCE $ XXXXXXX EXCESS LIAB AGGREGATE $ XXXXXXX DED RETENTION $ $ XXXXXXX C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVEE.L. OFFICER/MEMBER EXCLUDED? � N I A N 72 WE DQ2237 4/1/2012 4/1/2013 TORY _ X LIMT ER EACH ACCIDENT $ 1.000,000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT 1 $ 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, employees and agents are Additional Insured to the extent provided by the policy language or endorsement iSs&6 or approved by the insurance carrier. Coverage provided is primary and non-contributory. Waiver of Subrogation applies per attached endorsement(s). wr. OCC rivactuticntS `,rl SHOULD ANY OF THE ABOVE DESCRIBED POLICIES'BE CANCELLED BEFORE Ae THE EXPIRATION DATE THEREOF, NOTICE WILL BC)DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 11767171 AUTHORIZED REPRESENTATIVE City of Santa Ana Attention: City Manager 20 Civic Center Plaza Santa Ana CA 92701 ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD c 1 ggg_ 0 PCORD CORPORATION. All rights reserved AClJ$RC7` CERTIFICATE OF LIABILITY INSURANCE DATEIAP7AIYYYY) ennnmc d/DdM01d THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must be endorsed, If SUBROGATION 18 WAIVED, subtecl to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not center rights to the certificate holder In lieu of auch endorsement(s). PRODUCER Lockton Insurance Brokers, LLC ccNA 725 S. Figueroa Street, 35th FI.a CA License NOF15767 Los Angeles CA 90017 (213)669-0065 Eut: xo E-MAIL S: iNSUBERIsI AFFORDING COVERAGE NAICN A INSURERA: Vigilant insurance Company 20397 INSURED Best Beat & Kit eger LLP 1312669 3750 University Ave., Ste, 125 Riverside CA 92502 INSURER B: F deral Insurance Con 20281 INSURER C: SURE PRMERENT o� 1000 000 ERE: iN1111 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY I2.pf LOC OTHER CCVERA -t5 ri bt3IN1 CERTIFIGATE NUMBER: l l" 6 1' 1 REV"EIQM NUMBER • XX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUEDTO 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, TYPEOFINSURANCEALL UDB POLN:YNUMSER IY 4/30/2014 1 4/3012015 LIMITS A COMMERCwLOENERALLIASIUTY X CLAIMS -MADE ® OCCUR Deductible: $0. y N 35894252 EACH OCCURRENCE Is 1.000.000 PRMERENT o� 1000 000 MED EXP (Any one erso. 10,000 PERSONAL &ADV INJURY $ 1000000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY I2.pf LOC OTHER GENERAL AGGREGATE $ 2,000.000 PRODUCTS -COMPIOP AGO 2..Included $ H AUTOMOSRELIABILITY ANY AUTO AUr�S NEDAROESULED NOTTN.�LLJJWNEO X X HIREtl AUTOS 03 gU7 N N 73555244 4/30/2014 4/30/201$ a BI. SINGLELIMIT S 1000000 BODILY INJURY (For person) $ XXXXX)a BODILY INJURY (Per seddant $ XX)CKXXX PB sadden GE S XXXXXXX $XXXXXXX UMBRELLALw6 EXCESS LIAR OCCUR CLAIMS -MADE 1 NOT APPLICABLE 1 EACH OCCURRENCE $ XXXXXXX AGGREGATES s XXXXXXX DED I I RETENTION $ $ B WORKERS COMATION AND EMptovaas•LPENSwBILITY YIN OFFICERNEMB gPP UDEC CUTIVE (M..dd.'MNlq It . �sEtlWMtlar OE9dNPTION OF OPEItATONB helpry N/A N 71750505 4/30/2014 4/30/2015 X aTAmre oT1 _ e.LE1CHACCIDEM $ 1.000,000 EL.DISEASE-EA EMPLOYEE I OQOOUO E.L, IBEASE-POLICY LIMIT 1000000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remark. Schedule, may be atraohed If mon space Is q.[.d) The Ciry, of Santa Ana, its officers, employees and moots are Additional Insured to the extent provided by the policy language or eadorsament issued ar approved by the insaaace carrier. Coverage provided is primary and non-contributory. Waiver of Subrogation applies par attached. endorsement(s), 19767171 City of Santa Ana Attention: City Manager 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 ME THE POLICY PROVISIONS. I no mwrcu name ane logo are ragisterect marks Of ACORO ° CERTIFICATE OF LIABILITY INSURANCE ACORo4/30/20164 DAY) 4/29/2001515 /29/ THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must 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 LOckton Insurance Brokers, LLC 725 S. Figueroa Street, 35th Fl. CA License #OF15767 Los Angles CA 90017 (213) 69-0065 CONTACT NA AIC No Ext: AIC No EMAIL ADDRESS: INSURERISI AFFORDING COVERAGE NAIC X INSURER A: Vigilant Insurance Cornpanv 26.397 INSURED Best Best & Krieger LLP 1312669 3750 University Ave., Ste. 125 Riverside CA 92502 A-aoj�-n� tol�f,a�I INSURER B: Federat lnsurance Consanv 26281 INSURER C: INSURERD' R R NUR RF: COVERAGES BESBE01 CERTIFICATE NUMBER: 11767171 REVISION NUMBER: XXXXXXX 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. CTR TYPE OF INSURANCE ANsp Me POLICY POLICY NUMBER MWD�IYYYY MMIOI�IYEXP YYY LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR X Deductible. '50 Y N 35894252 4/30/2015 4/30/2016 EACH OCCURRENCE a 1,000,000 PREMISES ERENTED occurr ence 5 1,000,000 MED EXP (Any oneperson) S 10,000 PERSONAL &ADV INJURY 5 1000000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICVF—]JECT LOC OTHER GENERAL AGGREGATE 52,000000 PRODUCTS - COMPIOP AGC 5 froluded 5 B AUTOMOBILE LIABILITY ANY AUTO ALLOWNED SCHEDULED AUTOS X NAOTNOOWNED N N 73533244 4/30/2015 4/30/2016 Ee BINEDtSINGLE LIMIT 5 1,000,000 BODILY INJURY (Per person) 5 XXXXXXX BODILY INJURY (Per accident 5 XXXXXXX—HIRED TROs CRTTYn AGE S XXXXXXX XXXXXXX UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE NOT APPLICABLE EACH OCCURRENCE 5 XXXXXXX AGGREGATE $ XXXXXXX DED RETENTION 5 5 B AND EMPLOYERSKERS EL ABI<°TY YIN ANY PROPRIETORIPARTNERIEXECUTIVE OFFICERIMEM6ER EXCLUDED? IManJamr, in NHl lyes, TOFer DESCRIPTION ON OF OPERATIONS below NIA N 71750505 4/30/2015 d/30/?OIG X STATUTE OTH- E.L. EACH ACCIDENT1,000.000 S E.L. DISEASE - EA EMPLOYEE $ 1,666060 E.L. DISEASE - POLICY LIMIT I t'000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) The City of Santa Ana, its officers, employees and agents are Additional Insured to the extent provided by the policy language or endorsement issued or approved by the Insurance carrier. Coverage provided is primary and non-contributory. Waiver of Subrogation applies per attached endorsement(s). GER I[FICATE HOLDER CANCELLATION See Attachments SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 11767171 AUTHORIZED REPRESENTATIVE City of Santa Ana 4iJ Attention City Manager 20 Civic Center Plaza Santa Ana CA 92701 ACORD 25 (2014/01) I @1988-2014*ACORD CORPORATION. All rights reserved The ACORD name and logo are registered marks of ACORD Ac"R DI' CERTIFICATE OF LIABILITY INSURANCE 4/30/2018 4/25/OA4/25/DD/YVYY) 2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER Locklon Insurance Brokers, LLC 725 S. Figueroa Street, 35th FI. CA License #OF15767 Los Armies CA 90017 N CONTACT aDN o Ext: FAX Na E-MAIL ADDRESS, 3$8942$2 (213) 689-0065 INSURER(S) AFFORDING COVERAGE EACH OCCURRENCE S 1,000,000 INSURER A: Vigilant Insurance Company 20397 INSURED Best Best & Krieger LLP INSURER B: Federal Insurance Com an 20281 INSURER C: 1312669 3390 University Ave, 5th Floor Riverside CA 92501 GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGO s I11Cluded. INSURER D INSURE AUTOMOBILE LIABILITY ANVAUTO AAIUTOS ONLY AIUITOSULED AUTOS X AUT OS ONLY X NON -OWNED 1Q N rMenee BESE 01 CERTIFICATE MILIk • 117(.7171 REVISION NUMBER: XXXXXXX vTHIS 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. IN1.SR TYPE OF INSURANCE IN80 SUER POLICY NUMBER MMIDDY EFF PM ODY EXP LIMITS A X COMMERCIALGENERAL LIABILITY CLAIMS-MADE-1OCCUR X Deductible$0 Y N 3$8942$2 4/30/2017 4/30/2018 EACH OCCURRENCE S 1,000,000 DAMAGET RENTED 1000000 PREMISE Ea occutimes MED EXP (Anv one erson 10,000 PERSONAL &ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY❑ PRO- ❑LOG JECT OTHER: GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGO s I11Cluded. $ B AUTOMOBILE LIABILITY ANVAUTO AAIUTOS ONLY AIUITOSULED AUTOS X AUT OS ONLY X NON -OWNED 1Q N 73$55244 4/30/2017 4/30/2018E� eocltlenDtSINGLE LIMIT $ 1,00-0, 000 BODILY INJURY (Per person) $ XXXXXXX BODILY INJU RY (Peracodent $ XXXXXXX PROPERTY DAMAGE $ X r XX. Per accident $XXXXXXX UMBRELLALIAB EXCESS LIAR I OCCUR CLAIMS -MADE 1 NOTAPPLICABLE EACH OCCURRENCE $ XXXXXXX AGGREGATE $ XXXXXXX DEO I I RETENTION IS $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORIPARTNERIEXECUTIVE ❑ OFFICER/MEMBER EXGLUOED9 Y handst., In NH) DESEPIPE ION OF OPERATIONS below NIA N 7]750505 4/30/2017 4/30/2018 X STATUTE OER EL. EACH ACCIDENT $ 1,000,000 /� EL DISEASE -EA EMPLOYEE 1000000 OOO OOO EL DISEABE-POLICYLIMIT 106 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of Santa Ana, its officers, employees and agents are Additional Insured to the extent provided by the policy language or endorsoment issued or ^ approved by the insurance carrier, Coverage provided is primary and non-contributory. Waiver of Subrogation applies per attached endorsement(s). ,r • dry (9 _ � ��y� Y CERTIFICATE HULUtH r Al l .IZIL -nl Ivry C.luacmucnm SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 11767171 AUTHORIZED REPRESENTATIVE City of Santa Ana Attention: City Manager 20 Civic Center Plaza Santa Ana CA 92701 ACORD 25 (2016103) @19188-20119-AC9RD CORPORATION. All rights reserved The ACORD name and logo are registered marks of ACORD ?'Ao Liability Insurance Endorsement Policy Period 4/30/2017 to 4/30/2018 Effective Date 4/30/2017 Policy Number 35894252 Insured Best Best & Krieger LLP Name of Company Vigilant Insurance Company Date Issued APRIL 30, 2017 This Endorsement applies to the following forms: GENERAL LIABILITY Under Who An Insured, the following provision is added. Who Is An Insured Additional Insured- Persons or organizations shown in the Schedule are insureds; but they are insured you are Scheduled Person obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by Or Organization this policy. However, the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule: • to the extent such contract or agreement requires the person or organization to be afforded status as an insured: • for activities that did not occur, in whole or in part, before the execution of the contract or agreement; and • with respect to damage, loss, cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who is An Insured section (regardless of any limitation applicable thereto). • With respect to any assumption of liability (of another person or organization) by them in a contract or agreement. This limitation does not apply to the liability for damages, loss, cost or expense for injury or damage, to which This insurance applies, that the person or organization would have in the absence of such contract or agreement. Under Conditions, the following provision is added to the condition titled Other Insurance Other Insurance - If you are obligated, pursuant to a contract or agreement, to provide the person or organization Primary, shown in the Schedule with primary insurance such as is afforded by this policy, then in such case Noncontributory this insurance is primary and we will not seek contribution from insurance available to such person Insurance- or organization. Scheduled Person Or Organization Page 1 Attachment Code : D469853 Certificate ID : 11767171 Liability Endorsement (continued) Schedule PERSONS OR ORGANIZATIONS THAT YOU ARE OBLIGATED, PURSUANT TO WRITTEN CONTRACT OR AGREEMENT BETWEEN YOU AND SUCH PERSON OR ORGANIZATION, TO PROVIDE WITH SUCH INSURANCE AS IS AFFORDED BY THIS POLICY; BUT THEY ARE "INSUREDS' ONLY IF AND TO THE MINIMUM EXTENT THAT SUCH CONTRACT OR AGREEMENT REQUIRES THE PERSON OR ORGANIZATION TO BE AFFORDED STATUS AS AN "INSURED". HOWEVER, NO PERSON OR ORGANIZATION IS AN "INSURED" UNDER THIS PROVISION WHO IS MORE SPECIFICALLY DESCRIBED UNDER ANY OTHER PROVISION OF THE WHO IS AN INSURED SECTION OF THIS POLICY (REGARDLESS OF ANY LIMITATION APPLICABLE THERETO). All other terms and conditions remain unchanged. Additional Insured - Scheduled Person Or Organization Form 80-02-2367 (rev. 5-07) Attachment Code : D469853 Certificate ID: 11767171 Page 2 WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY WC 99 03 04 (Fd. 7-08) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below. (The following "atmching louse" need be completed only when dais endonsemeet is i,.ed subsequent to pnspent ion of the policy.) This endorsement, effective on 4/30/2017 at 12:01 A.M. standard tune, forms a part of (DATE) Policy No. 71750505 of the FEDERAL INSURANCE COMPANY (NAME OF INSURANCE COMPANY) issued to BEST BEST & KRIEGER LLP Trulorsement No. We have the fight to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. The additional premium for the blanket waiver offered by this endorsement shall be 1.00% of total California premium Schedule Person or Organization BLANKET WAIVER -ANY PERSON OR ORGANIZATION FOR WHOM TIIE NAMED INSURED HAS AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER WC 99 03 04 (FD. 7-08 Attaclnnent Code : D466017 Certificate ID : 11767171 Job Description ALL CALIFORNIA OPERATIONS Page 1 of 1