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HomeMy WebLinkAboutFIELDMAN, ROLAPP & ASSOCIATES, INC. -2014IN aUHAN(I QN R1 WORK MAY L'ROGEB UNTIL INSURANU EXPIRES CLERK OF COUNCIL. DAI'F. 0-3-t5 PROFESSIONAL SERVICES AGREEMENT FOR FINANCIAL ADVISOR This agreement has been entered into this 29"' day of October, 2015 by and between the City of Santa Ana (the "City ") and Heldman, Rolapp & Associates, Inc. (herein, the "Consultant "), WIIEREAS, the City desires independent financial advisory services to be performed in connection with Issuer Credit Rating (herein, the "Project "); and WHEREAS, the City desires to retain tho professional and technical services of the Consultant for the purpose of obtaining an Issuer Credit Rating, (herein, the "Services "); WHEREAS, the Consultant is well qualified to provide professional financial advice to entities such as the City; NOW, THEREFORE, in consideration of the above recitals and the mutual covenants and conditions hereinafter set forth., it is agreed as follows: Section 1 Duancial Advisory Services. As directed by the City, Consultant will provide services in connection with the Project as such Services are fatly described in Exhibit A attached to this Agreement, Coilsu[tant is engaged in an expert financial advisovy capacity to the City only. It is expressly understood that the Services rendered hereunder are rendered solely to the City of Santa Ana. Consultant does not undertake any responsibility to review disclosure documents on behalf of owners or beneficial owners of bonds or debt which may arise from the Consultant's work hereunder, Section 2 Additional Services, The City may request that Consultant provide additional services beyond the scope of those referenced in Section 1 above and specifically listed in Exhibit A to this Agreement. Services performed for the City by Consultant that are not otherwise specifically identified in Exhibit A to this Agreement shall be Additional Services. These additional services will be billed at the same rate per section 3,01 of this Agreement. Additional Services include, but are not limited to, the following: 2.01 Assisting the City in obtaining enabling legislation or conducting referendum elections. 2.02 Extvaordinary services and extensive computer analysis in the stracturing or planning of any debt issue or financing progyaw, 2.03 The repeat of any element of a service described in Exhibit A to this Agreement which is made necessary through no fault of Consultant. 2.04 financial management services, including development of financial policies, capital improvement plans, ccononvc development planning, credit analysis or CITE' OF SANTA ANA /FIT'LDMAN, ROLAPP & ASSOCIATES Page 1 FRA Project No. 15307 N -2014 -156 review and such other services that axe not ordinarily considered within the scope of services described in Exhibit A to this Agreement. 2.05 Services rendered in connection with any undertaking of the City relating to a continuing disclosure agreement entered into in order to comply with Securities and Exchange Commission Rule 15c2 -12 or other similar rules. 2,06 Services rendered to the City in connection with calculations or determination of any arbitrage rebate liability to the United States of America arising from investment activities associated with debt issued to hind the Project. Section 3 Compensation 3.01 For Consultant's performance of Services as described in this Agreement, including Additional Services requested by the City, the Consultant's compensation will be as provided in of Exhibit B attached to this Agreement. 3.02 Payment of Consultant's expenses shall be made at the time and in the form as provided for in Exhibit B to this Agreement. 3.03 'Unless otherwise specified, payment of Consultant's compensation and expenses is due thirty (30) days after submission of Consultant's invoice for services. 3.04 The schedule of Consultant fees set forth in this Agreement and Exhibits is guaranteed by Consultant through the term of the Agreement. Section 4 Personnel. Consultant has, or will secure, all personnel required to perform the services under this Agreement. Consultant shall make available other qualified personnel of the firm as may be required to complete Consultant's services. The City has the tight to approve or disapprove any proposed changes in Consultant's staff providing service to the City. The City and Consultant agree that such personnel are employees only of Consultant and shall not be considered to be employees of the City in any way whatsoever. Section 5 Term of Agreement, This Agreement shall continue in full force and effect from the above-referenced date through January 21, 2017 unless terminated by either party by not less than thirty (30) days written notice to the other party except that in the event of termination, the Agreement shall continue in full forco and effect until completion of Consultant's services then in progress. Section 6 Modification. This Agreement contains the entire agreement of the parties. It may be amended in whole or in part from time to time by mutual consent of the parties. This shall not prohibit the City and Coiisultant from entering into separate agreements for other services, CITY OF SANTA ANA/FIELDMAN, ROLAPP & ASSOCIATES Page 2 FRA Project No. 15307 Section 7 Work Products. All work products or any form of property developed by the Consultant in providing the Services shall be provided to the City on request, Work products developed by the Consultant shall be the property of the City, provided that Consultant may use such work products developed for the City and may employ those work products to develop refinements or additional work products in the course of its business, Section 8 Assignment. The rights and obligations of the City under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of the City, This agreement may not be assigned by the Consultant without the consent of the City except for compensation due Consultant. Section 9 Disclosure. Consultant does not assume the respomibilities of the City, not the responsibilities of the other professionals and vendors representing the City, in the provision of services and the preparation of the financing documents, including initial and secondary market disclosure, for financings undertaken by the City, Information obtained by Consultant anal included in any disclosure dociunents is, by reason of experience, believed to be accurate; however, such information is not guaranteed by Consultant, Section 10 Confidentiality. The Consultant agrees that all financial, statistical, personal, technical and other data and information provided by the City is confidential and shall be protected by the Consultant from unauthorized use or disclosure, The City aciffiowledges that the Consultant is required to comply with applicable laws governing disclosure of public information, Section 11 Indemnification, The City and Consultant shall each indemnify and hold harmless the other from and against any and all losses, claims, damages, expenses, including legal fees for defense, or liabilities, collectively, damages, to which either may be subjected by reason of the othei's acts, errors or omissions, except however, neither will indemnify the other from or against damages by reason of changed events axed conditions beyond the control of either or errors of judgment reasonably made. CITY OF SANTA ANAMPLDMAN, ROL,APP & ASSOCIATES Page 3 FRA Proj act No. 15307 Section 12 Insurance. 12.01 Consultant shall maintain workers' compensation and employer's liability insurance during the term of this Agreement. 12.02 Consultant, at its own expense, ,shall obtain and maintain insurance at all times during the prosecution of this contract. Such insurance must be written with a Best Guide "A" -rated or higher insurance carrier admitted to write insurance in the state where the work is located. 12.03 Insurance coverage shall not be less than the following: A. Workers' Compensation 1. State worker's compensation statutory benefits 2, Employer's Liability - policy limits of not less than $1,000,000 per acoident. B. Comprehensive General Liability coverage with policy limits of not less than $1,000,000 combined single limit for bodily injury and property damage and including coverage for the following, 1. Premises operations 2. Contractual liability 3. Products 4. Completed operation C. Errors and omissions with policy lirnits of $2,000,000. 12.04 Certificates of insurance naming the City as an additional 'insured skull be submitted to the City evidencing the required coverages, limits and locations of operations to which the insurance applies, and the policies of insa raacc shall contain a 30 day notice of cancellation or non - renewal. Section 13 Permits/Licenses. The Consultant shall obtain any permits or licenses, as may be required for it to complete the services required under this Agreement, Section 14 Binding Effect. 14.01 A waiver er indulgence by the City of a breach of any provision of this Agreement by the Consultant shall not operate or be construed as a waiver of any subsequent breach by the Consultant. 14.02 All agreements contained herein are severable and in the event arty of them shall be field to be invalid by any competent court, this Agreement shall be hiterpreted as if such invalid agreements or covenants were not contained herein, and the remaining provisions of this Agreemwit shall not be affected by such detennination and shall remain in full force and effect. This Agreem,ont shall not fail because any part or any clause hereof shall be held indefinite or invalid. CITY OF SANTA ANA/FIELDMAN, ROLAPP & ASSOCIATES Page 4 FRAProjwtNo, 1.5307 14.03 Each party hereto represents and warrants that this Agreement has been duly authorized and executed by it and constitutes its valid and binding agreement, and that any governmental approvals necessary for the performance of this Agreement have been obtained. Section 15 Arbitration Requirement. 15,01 My controversy, claim or dispute arising out of or relating to this Agreement shall be settled solely anal exclusively by binding arbitration hi Irvine, California. 15.02 Such arbitration shall be conducted in accordance with the then prevailing commercial arbitration rules of JAMS/Endispute ( "JAMS"), with the following exceptions if in conflict; (a) one arbitrator shall be chosen by JAMS; (b) each party to the arbitration will pay its pro rata share of the expenses and fees of the arbitrator, together with other expenses of the arbitration incurred or approved by the arbitrator; and (c) arbitration may proceed in the absence of any party if written. notice (pursuant to the JAMS rules and regulations) of the proceedings has been given to such party. 15.03 Each party shall bear its own attorney fees and expenses. 15,04. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive. 15.05 All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity; provided, however, that nothing in this Section shall be construed as precluding the bringing of an action for injunctive or other equitable relief, 15.06 The arbitrator shall not have the right to award punitive darnages or speculative damages to either party and shall not have the power to amend this Agreement. The arbitrator shall be required to follow applicable law. 15.07 IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES INAPPLICABLE OR INVALID, THEN EACH PARTY,-TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT Or OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO. Section 16 Conflict of Interest 16.01 Compensation contingent on the completion, of a financing or project is customary for municipal financial advisors. To the extent that compensation to the Consultant under this Agreement, specified in Exhibit B, is contingent on the issuance of debt or completion of a financing or project, a potential conflict of iiiterest exists as Consultant would have an incentive to recomm.end to the City the completion of a transaction or project that might be unnecessary, CITY OF SANTA ANA/FIELDMAN, ROLAPP & ASSOCIATES page 5 FRA Project No. 15307 IN WITNESS Whereof, the parties have duly executed this Agreement as of the day and year first above set forth. CITY ®I+ � J A1�1A By: J _ Title: City Manager Date: b& ATTEST: By: Date: APPROVED AS TO FORM: By:. _ Date: l <IELD.MAN, ROLAPP & ASSOCIATES, INC. 19900 MacArthur Boulevard, Suite 1 100 Irvine, CA 926 2 Date: � Title: Clerk of Council Title: Assistant City Attorney Title; E �d ax' l i -e 6 CITY OF SANTA ANAIF.IELDMAN, ROLAPP & ASSOCIATES _ Page G FRA Project No. 15307 EXHIBIT A TO PROFESSIONAL SERVICES AGREEMENT FOR FINANCIAL ADVISOR BY AND BETWEEN THE CITY OF SANTA ANA AND FIE]LDMAN, ROLAPP & A,SSOCIATES Scope of Services Our scope of services will include the following: 1) Consultant will review the City's existing fiscal condition, outstanding debt and available reserves. 2) Consultant will review and project the City's financial condition and potential credit outlook, review existing policy framework, forecasted future results and perform General Fund, and additional City funds if required, reserve level stress tests. 3) Consultant will analyze and develop the benclimark credit ratios that will serve as the foundation for the City's rating and meet with City staff to discuss our initial observations. 4) Based on our understanding of the various scoring criteria, Consultant will highlight the City's strengths and point to mitigating factors that alleviate some of the weaknesses. a. Consultant will manage the entire credit rating process, serving as an extension of staff and as the City's advocate, preparing all materials including agenda and minutes, coaching the presenters as needed, answering all follow -up questions and information requests from the credit analysts, reviewing the rating report and assisting the City in communicating the results to its stakeholders, both internal and external. 5) Consultant will then develop a plan for developing and preparing the presentation to the rating agencies and perform stress tests, conduct peer analysis and prepare comparisons to industry medians. C) Consultant will schedule rating agency presentations, coordinate to make sure the appropriate and most knowledgeable rating agency personnel is assigned to the City and available for the presentation and we will develop presentation materials and assist the City in preparing for the presentations. 7) Consultant will analyze the City's ability to finance /pay for needs and factor in future borrowing plans in addition to existing debt profile as it relates to the City's General Fund and Enterprise, accounts. 8) Consultant will hold a "kick -off" meeting on 10129115 to cover the project and tasks timeline and to discuss the credit rating process. CITY OF SANTA ANAIFTELDMAN, ROLA.PP a ASSOCIATES Exhibit A, Page 1 PRA T'roject No. 15307 EXHIBIT B TO PROFESSIONAL SERVICES AGREEMENT FOR FINANCIAL ADVISOR BY AND BETWEEN THE CITY OF SANTA ANA AND FIELDMAN, ROLAPP & ASSOCIA'T'ES Compensation and Expenses Hourly Compensation For Services and Additional Services referenced in Section 1 and Section 2 of this Agreement, including Services performed prior to the adoption by the City Council, the Consultant, during the term of the Agreement, will be compensated at the then current hourly rates up to and not -to- exceed the total amount of $15,750 if the rating presentation is made in San Francisco, California or $14,750 if the rating presentation is made in Santa Ana, California. The table below reflects the rates in effect as of the date of execution of this Agreement, personnel Honrly Rate Executive Officers .................................................... o....... $300.00 Principals........................................... ............................... $290.00 Senior Vice President ........................ ............................... $275,00 VicePresidents .................................. ............................... $225.00 Assistant Vice President ....... . ....... ............................... $195.00 Senior Associate ............................... ............................... $150.00 Associate.......................................... ......... —..................... $125.00 Analyst.............................................. ............................... $85.00 Administrative Assistants.,, ................................. ......... $65.00 Clerical............................................ ............................... — $35.00 Hourly Compensation will be billed on a monthly basis Expenses Expenses will be billed for separately and will cover, among other things, travel, lodging, subsistence, overnight courier, conference calls, computer, and fax transmission charges. Advances made on behalf of the City for costs of preparing, printing or distributing disclosure materials or related matter whether by postal services or electronic means, may also be billed through to the City upon prior authorization., Expenses will be capped at $250 unless a decision is made to schedule the rating presentation in San Francisco, There will be two staff members attending the rating presentation on the Consultant's behalf regardless of the location of the presentation. If a decision is made to do the rating presentation in San Francisco, the not -to- exceed expenses will be capped at a total of $1,250 Limiting Terms and Conditions The above compensation is based on completion of work orders within six months of the City's authorization to proceed and valid for the term of the Agreement, and assumes that the City will provide all necessary information in a timely manner. CITY OF SANTA ANANIELDMAN, ROLAPP & ASSOCIATES Exhibit B, Page 1 FRA Project No. 15307 The fee shown above in Hourly Compensation presumes attendance at up to 10 meetings in the City's offices or such other location within. a 25 -mile radius of the City place of business as the City may designate. Preparation for, and attendance at City Council meetings on any basis other than "by appointment" may be charged at our normal hourly rates as shown above, CITY OF SANTA ANAM ELDMAN, ROLAPP & ASSOCIATES Exhibit I3, Page 2 FRA project No. 15307 A : a CERTIFICATE ®F LIABILITY INSURANCE 3/12/20 5""' THIS CERTIFICATE. IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER($), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: It the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIV80, subject to the terms and conditions of the policy, certain pollcies may require an endorsement, A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER Millennium Corporate Solutions License # OC134BO 5530 Trabuco Road Irvine CA, 52620 CONTA T Jurie 7rar30n ONE (949) 679_6606 FAK 199 41 679 -6 607 Noli E-MAIL ODRIESS! INSURERS AFFORDING COVERAGE NAIC N INSURERA;HanQVer Insurance AXV 222.92 INSURED F"ieldman, Rolapp & Associates, Inc. Fieldman, Rolapp F,inan,cial, Services, LLC Applied Beat Practices, LLC 19900 MacArthur Blvd, Suite 1100 Irvine CA 92612 INSURERBrLIC ds of London (A-FXV) 85202 INSURERC -. INSURER D; INSURERS: $ 1,000,000 INSURER F X COMMERCIAL GENERAL LIABILITY =1 CLAIMS -MADE a] OCCUR COVERAGES CERTIFICATE NLIMRER,15°-16 AI REVI310N NIJMRFR- THIS IS TO CERTIFY T14AT 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 FOLICIE6, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR -LrL TYPE OF INSURANCE DD SUER POLICY NUMBER M MLIC L'FF POLICY EXP LIMITS 05NERALLIABILITY EACH OCCURRENCE $ 1,000,000 A X COMMERCIAL GENERAL LIABILITY =1 CLAIMS -MADE a] OCCUR DH3 A579667 00 4/1/2015 /1/201.6 PREM E ' PREMISES E .r 000 000 $ r , MED EXP (Any one perwrj) $ 10,000 PERSONAL &ACV INJURY $ 1,000,000 .�^ GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRDiIUCTS - COMPIOP AGG $ 2,000,000 X POLICY PRO L00 IMT $ AUTOMOBILE LIABILITY Ee aBcldeDfSINGLE Li 1,000,000 BODILY INJURY [f er peraun) $ A ANY AUTO ALLY NED SCHEDULED AUTOS X NON-OWNED HIRED AUTOS AUTOS H3 A578667 00 4/1/207.5 4/1/2016 BODILY INJURY (Par accldont) $ P 0 o DAMAGE f l " L $ $ X UMBRELLALIAB X OCCUR EACHOCCUPRRENCC 3,000,000 AGGREGATE. $� A EXCESS LIAR CLAIMS-MACE nED .Fr 1 $ lOa3 ,A.578667 00 4/4/2015 4/1/2015 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY y f N ANY PROPRIETORIPARTNER/EXECUTIVE❑ OFFICERIMEMBER EXCLUDED? NIA WC S PATU aThl- M E,L.EACHACCIDENT $ E,L, DISEASE - EA EMPLOYE $ (Mandatory in NH) If yes, descrlhe under DESCRIPTION OF OPERATIONS below E.L DiSEASE - POLICY LIMIT $ B xrrors & Omission uAW92C0491407. 12/20/201412120 /2015 Aggregate $2,000,OOC Retro date 12/20/2004 laimE Made Policy Retention $250,000 DESCRIPTION OF OPERATIONS 1 LDCA71ONS /VEHICLES /Attach ACORD 104, Addltlennl Remarks Schedule, If mDre SpaeD ID rQ401radi The City of Santa Ana, it's offiaors, employees, agents and representatives are named as additional. ;Lnourod as per form attached, 30 days notice shall be mailed for policy cancellation. City of Santa Ana Finance & Management Services Agency 20 Civic Center Plaza Santa Ana, CA 92701 ACORD 25 (2090105) SHOULD ANY OF THE ABOVE QNSCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIV51RED IN ACCORDANCE WITH THE POLICY PROVISICNS. AUTHORIZED REPREMNTATIVk June Larson JAUTT ©'1988 -2010 ACORD CORPORATION. All rights reserved. INI5D2517mnrim m Thn Ar'r1Rrl nmmn and Innon,arn rnnicfnrne1 wmrha of Ar nPr5 Pry- : A- 4..�f -0 CaH 7fTk"0`j 1 � F J IS" 'w' k. CERTIFICATE OF LIABILITY INSURANCE Acct#: 1169655 DATE (MM1DDlYYYY) 09/11/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER($), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL. INSURED, the poiicy(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 Companies, LLC 5847 San Felipe, Suite 320 Houston, TX 77057 CONTACT $88- 828.8365 PHONE FAX A1c N °: E -MAIL ADDRESS; INSURER (S) AFFORDING COVERAGE NAIL # INSURER A ; Ace American Insurance Co. 22667 INSURED Insperlty, Inc. LIC1F INSURER 8: $ CLAIMS -MADE 1-1 OCCUR HELDMAN, ROLAPP & ASSOCIATES, INC. dba APPLIED BEST PRACTICES & INSURER C: INSURER 0: FIELDMAN ROLAPP FINANCIAL SERVICES LLC 19001 Crescent Springs Drive INSURER E; $ Kingwood, TX 77339 INSURER F $ COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONSAND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF MM1D➢ YYY POLICY EXP POLICY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS -MADE 1-1 OCCUR EMIS TO REN7Eq PREMISES Ea Occurrence $ MED EXP Any ano person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY D PRO JECT F—] LOC PRODUCTS - COMPIOPAGG $ $ OTHER'. AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Per person) $ ANY AUTO ALL OWNED SCHEDULED AUTOS BODILY INJURY (Pear accident) $ PROPERTY DAMAGE Peraccident $ NON�OWNED HIRED AUTOS AUTOS E $ UMBRELLA LIAR - — OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED RETENTION $ $ A WORKERS COMPEN5ATION AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNERIEXECJTNE Y 1 N OFFICER)MEMBER EXCLUDED ? El (Mandatory In NI NIA C48653492 1010112015 10/01/2016 PER OTH- X STATUTE ER E.L. EACH ACCIDENT $ 1,000,060 E.L. DISEASE - EA EM PLOYEE 1,000,000 Ifyes, descfts under DESCRIPTION OF OPERATIONS below R.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) FiELDMAN, ROLAPP & ASSOCIATES, INO, APPL €RD BEST PRACTICES & HELDMAN ROLAPP FINANCIAL SERVICES, LLO (3076300) IS INCLUDED AS A NAMED INSURED THROUGH ENDORSEMENT. RE: PROFESSIONAL SERVICES AGREEMENT FOR FINANCIAL ADVISOR #N- 2(314 -0113 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. CITY OF SANTA ANA AUTHORIZED REPRESENTATIVE CLERK OF THE COUNCIL 20 CIVIC CENTER PLAZA (M-30) SANTA ANA, CA 92701 !� ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD Workers' Compensation and Employers' Liability Policy Named Insured Endorsement Number Insperity, Inc. FIELDMAN, rROLAPP & ASSOCIATES, INC. dba APPLIED BEST PRACTICES & FIELCMAN CITY OF SANTA ANA; CLERK OF THE COUNCIL ROLAPP FINANCIAL SERVICES LLC 20 CIVIC; CENTEk PLAZA (M -30) SANTA ANA, CA 92701 19001 Crescent Springs Drive 9 ibIA 1144 Policy Number Policy Period Effective Date of Endorsement C4865349.2 10!0112015 TO 10/01/2016 10/01/2015 Issued By (Name of Insurance Company) Ace American Insurance Co, Insert the policy number. The remainder of the infOrmbtion Is to be completed only when th €s endorsement is Issued subsequent to the preparation of the policy, NOTICE TO OTHERS ENDORSEMENT - SPECIFIC PARTIES A. if we cancel the Policy prior to its expiration date by notice to you or the first Named Insured for any reason other than nonpayment of premium, we will endeavor, as set out below, to send written notice of cancellation, via such electronic or other form of notification as we determine, to the persons or organizations listed in the schedule set out below (the "Schedule"), You or your representative must provide us with both the physical and e-mail address of such persons or organizations, and we will utilize such e-mail address or physical address that you or your representative provided to us on such Schedule. B. We will endeavor to send or deliver such notice to the e-mail address or physical address corresponding to each person or organization indicated in the Schedule at least 30 days prior to the cancellation date applicable to the Policy. O. The notice referenced in this endorsement is intended only to be a courtesy notification to the person(s) or organization(s) named in the Schedule in the event of a pending cancellation of coverage. We have no legal obligation of any kind to any such person(s) or organization(s). Our failure to provide advance notification of cancellation to the person(s) or organization(s) shown in the Schedule shall impose no obligation or liability of any kind upon us, our agents or representatives, will not extend any Policy cancellation date and will not negate any cancellation of the Policy. D. We are not responsible for verifying any information provided to us in any Schedule, nor are we responsible for any incorrect information that you or your representative provide to us. If you or your representative does not provide us with the information necessary to complete the Schedule, we have no responsibility for taking any action under this endorsement. In addition, if neither you nor your representative provides us with e-mail and physical address information with respect to a particular person or organization, then we shall have no responsibility for taking action with regard to such person or entity under this endorsement. E. We may arrange with your representative to send such notice in the event of any such cancellation. F. You will cooperate with us in providing, or in causing your representative to provide, the e-mail address and physical address of the persons or organizations listed in the Schedule. G. This endorsement does not apply in the event that you cancel the Policy. SCHEDULE Name of Certificate Holder E -Mail Address Physical Address CITY OF SANTA ANA; CLERK OF THE COUNCIL 20 CIVIC; CENTEk PLAZA (M -30) SANTA ANA, CA 92701 Ail other terms and conditions of the Policy remain unchanged. I iq, h- Authorized Representative Acct#: 1169655 ALL -32688 (01 /11) Page 1 of 1 This endorsement modifies insurance provided under the followltrg, BUSNESSpWNERS COVERAGE FORM ......... . .......... _ Insured SCHEDULE The following •Is -added to RMagmph C. Who IS An Insured in $ectlo.n Il — L abilltyt 1 Any person(s) of organization-(s) shown in the Sehedute is eIso on additior3al insured, but only with respect to IlWlity for "bdd€€y Injury". 'property damago" or "personal mid ado rtisincd injury" caused, in wholo car In pert, by your acts or orris.. sions Dr the acts or orni$slons of those acting on your hohaif in the- performance of your ongoing operations or in oonnecYion with your premises owned by or-rented to you, EIS 04 48 0106 0 ISCLProperties, Inc., 2Q04 Page I of 1 0 01 THIS ENDbRSEMENT CHANGES THE POLICY, PLEAGE READ IT CAREFULLY, This endorsement modifies Insurance provided under the fapowing; BUSINESSOWNERS COVERAGE PORM The following is added to SECTION III — COMMON POLICY CONDITIONS: M. tathor InsuranGe (b) That is Fire Insurance for 3, Additi6nAl Insureds premises rented to the Addltiortol Insured or temporarily occupled If .you agree In a wi'Itten contract, written by the Additional Insured with apremenfi or permit .that the insurance permission of the owner; provided to any person or organixatlrari (G) That is Insurance purchased by Included as an Additional Insured under the Additional Insured to cover the SECTION! ll - LIABILITY, Part C — Whq is An Additional Insured's liebil!ky as a Insured, Is primary and non - contributory, the tenant for "property damage" to following applies; premises rented to the Additional If other valid and collectible insurance is Insured or temporarily ocoupled available to the Additions! Insured for a loss by the Additional Insured with we cover under SECTION III — I4-14131L.ITY, permission of the owner; or Part A. Coverages:, Paragraph 1., Sushiess" (d) if the bass arises out of the Liability ourobligatEons are limlted t,,is follows: maintenance or use of aircraft, a, Primary Inslurance "autos" or watercraft to the extent This Insurance is primary to ether riot subject to Exclusion U. of SECTION II — LIABILITY, Dart A. insurance that is availably to the Additional Insured which covers the Coverages, 1, Business Additional Insured as e darned Insured. Liability, We will not seek contribution from any When this insurance is excess, we will ,other insurance avaiiablee to the Additional have no duty Linder SECTION it — insured oxcept, LIABILITY, Fart A, Coverages, 1. ('i) the sale negligence of the Buslness LI- jbIlity to defend the insured 113ult" Ad Additional Ensured; against any if any other insurer has 'that a duty to defend the insured against (2) When the .Additional Insured Is an "suit ". If no other Insurer defends, we will Additlon'I11 insured tinder another undertake to dry so, but we will be entitled primary liability. policy; 6r to the insured's rights against all those (3) When la,(2) below appiios, pthet insprers, If this Insurancd Is primary, our obligations When this Insurhrice. Is exodss over other insuranco, we will pay only our sharp of are ttot affected unless any of the other the of the ir�ss, if any, that insurance is also primary. Then, we will exceeds the exceeds the sum of: share with ail that other Insurance by the method described in h.(3) below. (2) Tile total amount that all such other b. Excess Insurance insurance would pay for the loss in the absence of this Insurance; Od This insurance is excess over: (3) The total of all deductible arid self - (R) Any df the other insurance, wholher insured amounts under all that other pelmary, exoess, contingent or on any insurance. other basis: We will share the remaining loss., if any, (a) That is Fire, Extended Coverage, with any other insurance that is not Builder's Rlsli, Installation frisk or desuribed in. this Excess Insurance simildr coverage for "your wuri<' ; provision and was not bought specifically to apply In excess of the Limits of 391-1 3al 06 00 inciudes copyri�Iiiled fYF orlei of III wonoe swvices.offlo.,6$, Inc,, w1th !la permission Pogo h of 2 Insurance shown in the Declarations of this Coverage Fart. c. Method Of $harlinq If tall of the other insurance ptsrmitg conitribution by equal shares, we will fdll6w this method also, Under this approach each insurer contrlbutes equal 'arnounts until It has paid fts applicable limit of Insi nonce sir none of the loss refrains, whichever comes first. If any of the other insurance does not permit contribution by equal shams, we Will contribute by limits. Under this Method, each insurer's share Is based on the ratio of its applicable limit of insurance to the total applicable IlMits of insurance of all Insurers. 351 -1334 06 00 Inchides crapyrlghted Material of InRurnnga uorvfcos Wres, Irm, with its Permiselon. Page 2 of 3 Me Ensttrhn<:�GCC�tr 'THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, ThiA endorsement modMes insurance provided kinder the following, BANESSOWNERS COVERAGE FORM SUMMARY OF COVERA05S Limits Page 1. Additional Insured by Contract, Agreement or Permit 1 2, Additional Insured — broad Form Vendors 2 3, Alienated premises 2 4, Bodily Injury'Redefined 2 5, Broad Form Property DaMage — £borrowed Equipment, Customers 2 Goads. and Use of Elevators e, Incidental Malpractice (Employed Nurses, EMT's and Paramedios) 3 7, personal and Advertising Injury — broad Form 3 S. Product Rcoali Expense $26,000 Occurrence $50,000 Aggregate 3 0. Unintentional Pgllure'to Disclose Hazards 6 % Unintentional Failure to Notify 6 This en.dorseMent amends coverages provided under the Husinessowners Coverage Form through new coverages and broader coverago grants. This coverage is subject to the provisions applic oblo to the l: Susin,wssowners Coverage Form, except as provided below. 1 Additional lrrsured by contract, Agreement or "this. Insurance applies, on .a primary balls If Permit that is rewired by the written contract, Under SECTION II -- LIABILITY, C. Who Is An agreement or permit. Insured, Paragraph 4, Is added as follows, b. This provision does not apply; a, Any person or organization for whore you are (1) Unless the written contract or written performing optpratians when you and saoh agreement has born. executed or permit person or orgarization hayo agreed in writing has been issued prior to the "bodily injury" In .a oontract, agreement sir, permit that such "property damage" -or "personal and person or orgariizatlon be added as an advertising INuiy ", additional Insured on your polirsy. Such person (2) To any person or organization included as or organization is on additional insured only an insured by an, endorsement Issued by with respect to liai>llity fpr "bodily injury", u's and made part of this Policy, "`property damage" or "persotaal and advbrtising injury caused, in whole or in part (3j To any person or organization included as an insured under Item 9.a,2, of this by' endorsement; (1) Your acts or omissions, or (4) To any lessor of equipment; (2) The acts or ornlasioiis of those acting on (a) After the equipment lenso expires, or your behalf, but only with respect to: (b). If the "bodily injury" "property damage" or "personal and advertising (3) "Your work " fir the additional insurod(s) at injury" arises out of the salsa the location designated in the contract, nogligenoa of the lessor; agreement or permit, or (a) To any: (4) Premises you own, rent, leaso, control or (a) Owners or other interests from whorn Occupy. land has been leased which takes .3g1 -1005 06 00 Includes copyrighted material of Insuraricb ?ervics§s Office, Inc, Gage 1 of 5 place after the lease for that land expires; or (b) Mariagers or l.asswrs of premises If: (t) The occurrence takes place after you cease to be a tenant In that promises; or (tI) The "bodily injury" "property Oama'ge"' or` "per�onai and advertising injury" arises out of structural alterations, . new cohstruotiQn or demolition operations performed by or on behalf of the manager or lassor; or (8) To "bodily injury" "property damage" or "Personal and advertising injury" arising out of the rendering of or the failure to render any professional services. c. Additional insurod coverage provided by this .provision will not bo broader than coverage provided to any other insured. d. All othor Insuring :agre&mImts, exclusions, and condltiana of the polloy apply. 2, Additional insured - Broad Form Vendors Under SECTION It Y- LIABILITY, C. Woo is An Instcred, paragraph 6. 'rs addod as follows; 5. Any person or organization with whorn- you sgroad, laecause of a written oontract or written agreement to provide insurance, but only with respect to "bodily Injury" 6r "property darnarge arising out of "your products" which are distributed car sold in the regular course of the vendor's business. The insurance afforded the- veridor does not apply to, a, "i edify injury" or ".property damage" for which the vendor is obligated to pay damages. by reason of the assumption of liability In a contract or agreemment. This exclusion does -not ,apply- to liability for damages that the vendor would have in the absQnce of the contract or agreement; b, Any express Warranty unouthvrized by you; c, Any physical or ohamicai change in the product made intentionally by the vendor, d. Repaakaging, unktyss tlnpec€ ed solely for the purpose of Inspection, d.arnonstrotion, testing, or tl'ie substitution of parts undor instruction from the manufacturer, and then repackaged In the original container; e. Aoy failure to make such inspeotion, adpustrmants, tests or servicing ao the vendor hws agreod to male; or normally undertakes to mol« in the,, usual course of business In connection with the dlstributton Or sale of the product; f. Demonstration, installation, servicing or .repair operations, except such operations performed at the. vendor's. premises In connecton with the sale of the product; g. Products which, after .distribution or sale by you, have been labeled or relabeled or used as a container, part or Ingredient of any thing or substance by or for the vendor; or h, "Bodily injury" or "property damage" arising out of the soie negllgenee of the vendor for its own acts or pmisslgns or those of Its employees or anyone else acting on its behalf. However, this exclusion dod.s not apply to; (i) "rhe exceptions nontalned in paragraphs GA. or .f.; or (2) Such inspeot €ons, adjustments, test or servicing as the vendor hos agreed to rnako or normally undertakes to make In the usual course of business, in connection with the distribution car sale of the product.. This insurance does riot apply to any insured person or organlzpt on, from Wham yQu have acquired suoh products, or any Ingredient, part or container, entering Into, -accompanying or containing such products, 1 Alienated Promises Undor'SIECTION Il — LIA ILITY, �. f 3ccfusioris, paragl-aph I.k,(2) is replaced I(, its entirety with the faiiQwing; (2) Premisos you sell, give away or ebanden, if the "property darnage" orlses out of ony part of those promises and occurred from hazards that were known by you, or ohoufd have reasonably been known by you, at the time the property was transferred or abandoned. 4, Bodily Injury Redefined Under SECTION It — LIABILITY, F.. Liability and Medical Expenses Definitl<ans, definition 4 )s replaced in Its entirety by the following: 4. Todil'y injury" means bodily injury, disability, sickness or discpose sustalned by a person, including death resulting from any of these at airy time. "Podily Injury" inoludes mental antduish or other mental Injury resultirlcg frQm "bodily Injury" S. Broad Form Property DAmage — Borrowed Equipmomt, Customers Goads, Use of Ele'vatore 391.1046 06 09 .includes copyrlghted mater €gal of Insurance Services Office, Iric. page 2 or 6 RISC Iursn a. Under SECTION 11 — LIABILITY, B. a. L)rtder SR<:TION 11 — LIABILITY ; 8, Exclusions, paragraph 9,k., the following is l xcluslons; F irograph 4. o. is replaoad in Its added; entirety by the following', Paragraph (4) does not apply to " property o. KecalI of Products, Work or impaired damage" to borrowed equipment while at a Property jobelte and not being used to perform f?amages claimed for any lass, cost. Qr operations, exponoe incurred by you or others for the Paragraph (3y, '(4) and (B) do not apply to loss of usO, withdrawal, recall, Inspection, "property damage" to "oustomers goads" while ropair, replacement, adjustment, removal an your promises ,nor to the use of elevators, or disposel of, b. Under SECTION II — LIABILITY, F. Liability (1) "Your product "; and Medloal Expenses Definitions, the ( ) "Yourwork "i or following additional definition is added., "Customers goods" .means property of your (3) "Impaired propany "; customer on your premises for the purpose of If such product, work or property Is being; withdrawn or recalled from the market or from use by any person or organization a. Worked on; or because of a known or suspected defect, b, Used in your manufacturing process. deficiency inadequacy or dangerous in a. The lnsurence offordec. under this provision is condition it, but this exclusion does not excess over any rather valid and eoliectible apply to "product recall expenses" that you property Insurance (Including deductible) incur for the "covared recall" of "Your available to the insured whether primary, product". The exception to the exclusion excess, bcsntingent or on any other basis. does not apply to product rocail expenses" resulting from: 6. irlcfdei3ta€ p�alpracliacrta�plcayod Nurses, IUi,`I"s and Paramedics �4) Failure of any prod��ata .tQ accomplish Under S�G1ICN iI — LIABILITY, C, Who 1s An their Intended purpose; insured, paragraph 2a <(1)(d) dams not apply to a (2) Breach of warranties of fitness, nurse, emergency medical techniolan or quality, durability or performance; parvm6dlo emplpyeo by you if you are not (3) toss of customer approval, or any engaged in the Mousiness or ©ocupmtion of coat Incurred to regain customer providing medial, porarnedlcaI, surg €cal, dental, x• approval; ray or nursing service's. (4) Redistribution or replacement of "your i. Personal and Advertising Injury — Bread Form product' which has been recalled by Under SECTION 11 — L IASILITY, F, Liability and like products or subst €lutes; Medical Expenses Definitions, defEnitlon 15, (;a:) Caprice orwhim of the Insured; "Personal and Advertising Injury ", paragraph h, is (6) A condition likely to cause loss of ad.dad.as follows'. which any Insured knew or had h. Discrimination or humIlI&tIon (unless insurence reason to know at the inception of thereof is prQhibitod by law). that results in this Insurance; Injury to the feelings or reputation of o natural (7) Asbestos, including loss, damage or parson, but only if such discriminatioh or clean up resulting from asbestos or humiliation is; asbestos containing materials; or (1) Not done intentionally by or at the direction (g) Recall of "your products" that have no of known or suspected defeok stalely (a) The insured, or booduse e known or suspected (b) A y officer of the corporatior, .director, dafact in anotiier of "your products" stockholder, partner or member of the has been found. insured" and b. Under SECTION 11 �- L.IA1311 -4 'Y, G. Who (2) Not directly or Indirect ly related to an Is An insured, paragraph 4,o. is added as "ernployee ", nor io the arriplgyment= follows: prospective employment or termination of c. "Bodily Injury" or "property damage" any person or persons by an insured. do not apply to "product recall 8. Product Rocall Expense expense" arising out of any withdrawal ; gl -1006 06 Oro Includes Gopy6ghted materlal of insurance Services Office, Inc. C"sgo 3 of 6 or recall that occurred before you (5) Expenses lncuftd by acquired or formed the organlzatlort, "employees" Including 0. Undar SEOTION Il — LIABILITY, E. trainsportotion and Liability and Medical Expense Usrr:erai accommodations; 0onditl.ons; 2., Dutios in the Event of (G) Expenses to rent additional ciccurrerlce, Offense, Maim or Suit, Warehouse or storage space; paragraph e. is added as follows: (7) Disposal Of "your product ", but e: You must see to it that the following only to the extant that specific are done in the event of an actual or methods of destruotlon other than anticipated "covered recall" that may those employed for trash result in "product recall expense ": discarding or disposal are (1) Give us prompt notloe of goy required to avo €d "bodily Injury" or dlsnrzvery or notiticration that "your 'proparty, damage" as a result of product" must be withdrawn .or such disposal,. recalled. Include a dsscri.ptlon of you Incur exclusively for tide pi rpose "your product" and the reason for of.recalling "your product "',and the withdrawal or recall; b, Your lost profit resulting from such (2) Cease any farther release, "covered recall ", shipment, consignment or any other method ref distribution of like e, Under SECTION 11 — LIABILITY, .D.. or similar products until it has Liability and Madlrval Expenses Lloolts been .deternli ned that ail such of lnsumnco, the following I's added: products are free from defects that $, The Limits of Insurance and rules auto# be 6 cause of loss candor stated Wow Yix the most that we will Ws insurance, pay under this Product Recall c1. Under SECTION 11 — LIABILITY, F. Expense Covera0e. Liability and Modical Expenzsos (1) 'fhe Aggregate Limit is the recast Defiln tloits, the following additional that we will reimburse you for the definition,, are added, .sum of all "product recall 'Covered recall„ means a recall made expenses" incurred fear all. ' product raoail expenses initiated during necessary beoause you or a government the pliey parlod, body has determined that a known or suspected defect, defloienc:y, inadequacy, (2) The Qccurrrancre Limit shown on or dangerous condition In "your product" the $umrhary of CavMg%w is the has reuulted or will result in "bodily injury" most we will pay in connection or "property darnage ". with any one defect or deficiency. (a) All "product recall expenses" "productreoall expense(s)" means: In connection with a. Necessary rind rea>onable expenses substantially the same for: general hermful condition (9) Conrimunications, Including radb will be defernod to arise ocrt or teievis €on announcements or of the same defect or deficioncy and cans €dered pr[nted advertisements inc:ludln� one "aocurrence ", stationary, envelopes and postage; (b) Any amount re'lmbursed for (2) Shipping the retailed products " produat recall expenses' in connection with from any purchaser, distributor or any one "occurrence" will reduce the user a the place or places- designated ed by you; amount of the Aggregate Limit 7vailable for (21) Remuneration paid to your regular reirnburwament of "product "employees" for necessary recall expenses" in overtimo; 0011:3Oct€on with any other (4) Hiring additional persons, other defect or deficiency, than your regular "employees "; (e) If the Aggregate Limit has been reduced by 1914006 06 0 1110ludos capyricghtod Materiul of IE7suralloo 813rvices,Mice, Inc. Page 4 of 5 �0411The nsxzancr Gtou reimbur8ament of "product rpoall expehses" to on amount that is less then the Occurrence Limit, the rin7oining Aggregate Limit is the most that will be available for reirnbursomerit of " product recall expenses" in connection with any other defect or deficiency. 6. A deductible of $500 applies per each "C)ccl.�rrenas ". . 9. Unintontional Failure to Disclose Hazards Under SECTION It — LIABILITY, E. Liability and Medical Expenses general Conditions, paragraph 6, is added as follows: 6. Representations We will not d €sclairn coverage under this Coverage Form If you fall to disclose all hazards existing as of the Inception date of tho policy provided such failure is nrct intentional. 10. Unix #Wratidn�al Failure to Notify Under SEC"f` ON ii — LIABILITY, E. Uability anal Medical Expenses general Conditions, 2. Duties in the event of Occurronce, Offense, Claim or gait, paragraph f. is added as followw: L Your rights .afforded under this Coverage Form shall not be prejudiced if you fall to givo us notice of an "aauureence ", offense, claim, or "sult °., solely due to your reasonable and documented belief that the "bodily Injury" or "proporty dcimage" is not ,00vered under this Pvlloy, M-1000 0 09 Includes-c opyrightcd material of Insurance SeNloes Office, Inn. Pgoo 6 of 6 �i r r � -:ysa • -: ADDITIONAL INSURED ENDORSEMENT Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy #T -b.Jn` W A _relating to the following: The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92709; it officers, employees, agents and representative are named as additional insureds ( "additional insureds ") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3, This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included, 4, With respect the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92709. (Completion of the #allowing, including countersignature, is required to make this endorsement effective.) Effective 4.- \— \',-;b , this endorsement fortes as part of 1Policy# 18sued to Nat Insure�9 Countersigne by A00R°® CERTIFICATE OF LIABILITY INSURANCE �' ­DATE 11 /24 /201 Y) 11/24/2015 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 CONTACT JUr10 Larson NAME: Millennium Corporate Solutions License # OC13480 PHONE ExO� (949)679 -6606 NC No: (949)679 -6706 ADDRESS, 3 E -MAIL Larson @mcsins. com 5530 Trabuco Road INSURERS AFFORDING COVERAGE NAIC# INSURER A:Hanover Insurance 22292 Irvine CA 92620 INSURED INSURER B.Underwriters at Lloyds 15792 INSURERC: CLAIMS -MADE ❑X OCCUR Fieldman, Rolapp & Associates, Inc. INSURER D: 19900 MacArthur Blvd. Suite 1100 INSURER E: _ PREMISES O(Ea.mourni $ 1,000,000 INSURER F: MED EXP(Any one person) Irvine CA 92612 COVERAGES CERTIFICATE NUMBER:CL15112431173 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTR TYPE OF INSURANCE IN SD VD POLICY NUMBER PMIDDDIYYYVY MMIDOIYY %VY LIMITS AUTHORIZED REPRESENTATIVE X COMMERCIAL GENERAL LIABILITY June Larson /JUNE EACH OCCURRENCE $ 1,000,000 A CLAIMS -MADE ❑X OCCUR PREMISES O(Ea.mourni $ 1,000,000 MED EXP(Any one person) $ 10,000 OH3 1,578667 00 4/1/2015 4/1/2016 PERSONAL &ADV INJURY $ 1,000,000 AGGREGATE LIMIT APPLIES PER', POLICY �jECT LJ LOC GENERAL AGGREGATE $ 2,000,000 GEN'L X _ PRODUCTS- COMPIOPAGG $ 2,000,000 Employee Benefits $ 1,000,000 OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE L MIT (Es nccMant $ 1,000,000 BODILY INJURY $ A ANY AUTO ALLOWNED SCHEDULED SCHEDULED AUTOS AUTOS OH3 A578667 00 4/1/2015 4/1/2016 BODILY INJURY(Peraccident) $ Perr accident AMAGE $ X HIRED AUTOS X AUTOS WNED ✓ $ X No Owned Autos X UMBRELLA LIAB OCCUR EACH OCCURRENCE $ 3,000'.000. AGGREGATE $ A E %CESS LIAB CLAIMS -MADE DE O RETENTION$ $ OH3 1,578667 00 4/1/2015 4/1/2016 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN X I I PER OTH- STATUTE ER E.L. EACH ACCIDENT $ ANY PROPRIETORIPARTNERIEXECUTIVE OFFICER/MEMBER EXCLUDED? NIA E,L, DIBEASE -EA EMPLOYE $ (Mandatory in NH) If yes, describe under - - - DESCRIPTION OF OPERATIONS below EL DIBEASE - POLICY LIMIT $ B Errors & Omissions SUA11811CYB1502 12/20/2015 6/19/2017 Aggregate $2,000,000 Retro date 12/20/2004 Claims Made Policy Retention" $250,000 v/ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) The City of Santa Ana, it's officers, employees, agents and representatives are named as additional insured as per form attached. 30 days notice shall be mailed for policy cancellation. CERTIFICATE HOLDER CANCELLATION ACORD 25 (2014101) INS02512014011 ©1988 -2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD v/ V/ I/ SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE /City of Santa Ana THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Finance & Management Services Agency 20 Civic Center Plaza AUTHORIZED REPRESENTATIVE Santa. Ana, CA 92701 June Larson /JUNE ACORD 25 (2014101) INS02512014011 ©1988 -2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD v/ V/ I/ Policy No. OH3 A57866700 HThv Insurance Group- BUSINESSOWNERS LIABILITY SPECIAL BROADENING ENDORSEMENT THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SUMMARY OF COVERAGES Limits Page 1. Additional Insured by Contract, Agreement or Permit 1 2. Additional Insured — Broad Form Vendors 2 3, Alienated Premises 2 4. Bodily Injury Redefined 2 5. Broad Form Property Damage — Borrowed Equipment, Customers 2 Goods and Use of Elevators 6. Incidental Malpractice (Employed Nurses, EMT's and Paramedics) 3 7. Personal and Advertising Injury — Broad Form 3 8. Product Recall Expense $25,000 Occurrence $50,000 Aggregate 3 9. Unintentional Failure to Disclose Hazards 5 10. Unintentional Failure to Notify 5 This endorsement amends coverages provided under the Businessowners Coverage Form through new coverages and broader coverage grants. This coverage is subject to the provisions applicable to the Businessowners Coverage Form, except as provided below. 1. Additional Insured by Contract, Agreement or Permit Under SECTION II — LIABILITY, C. Who Is An Insured, Paragraph 4. is added as follows: a. Any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract, agreement or permit that such person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf, but only with respect to: (3) "Your work" for the additional insured(s) at the location designated in the contract, agreement or permit; or (4) Premises you own, rent, lease, control or occupy. This insurance applies on a primary basis if that is required by the written contract, agreement or permit. b. This provision does not apply: (1) Unless the written contract or written agreement has been executed or permit has been issued prior to the "bodily injury ", "property damage" or "personal and advertising injury "; (2) To any person or organization included as an insured by an endorsement issued by us and made part of this Policy; (3) To any person or organization included as an insured under Item 1.a.2, of this endorsement; (4) To any lessor of equipment: (a) After the equipment lease expires; or (b) If the "bodily injury ", "property damage" or "personal and advertising injury" arises out of the sole negligence of the lessor; (5) To any: (a) Owners or other interests from whom land has been leased which takes 391.1006 06 09 Includes copyrighted material of Insurance Services Office, Inc. Page 1 of 5 place after the lease for that land expires; or (b) Managers or lessors of premises if: (1) The occurrence takes place after you cease to be a tenant in that premises; or (it) The "bodily injury', "property damage' or "personal and advertising injury" arises out of structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor; or (6) To "bodily injury', "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services. c. Additional insured coverage provided by this provision will not be broader than coverage provided to any other insured. d. All other insuring agreements, exclusions, and conditions of the policy apply. 2. Additional Insured - Broad Form Vendors Under SECTION II — LIABILITY, C. Who Is An Insured, paragraph 5. is added as follows: 5. Any person or organization with whom you agreed, because of a written contract or written agreement to provide insurance, but only with respect to "bodily injury" or "property damage' arising out of "your products" which are distributed or sold in the regular course of the vendor's business. The insurance afforded the vendor does not apply to: a. "Bodily injury" or "property damage' for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instruction from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspection, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business in connection with the distribution or sale of the product; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any thing or substance by or for the vendor: or h. "Bodily injury' or "property damage' arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in paragraphs 5.d. or 5.f.; or (2) Such inspections, adjustments, test or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 3. Alienated Premises Under SECTION II — LIABILITY, B. Exclusions, paragraph 1.k.(2) is replaced in its entirety with the following: (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises and occurred from hazards that were known by you, or should have reasonably been known by you, at the time the property was transferred or abandoned. 4. Bodily Injury Redefined Under SECTION II — LIABILITY, F. Liability and Medical Expenses Definitions, definition 4. is replaced in its entirety by the following: 4. "Bodily injury" means bodily injury, disability, sickness or disease sustained by a person, including death resulting from any of these at any time. "Bodily Injury" includes mental anguish or other mental injury resulting from "bodily injury". 5. Broad Form Property Damage — Borrowed Equipment, Customers Goods, Use of Elevators 391 -1006 06 09 Includes copyrighted material of Insurance Services Office, Inc. Page 2 of 5 6. FI 91 a. Under SECTION II — LIABILITY, B. Exclusions, paragraph 1.k., the following is added: Paragraph (4) does not apply to "property damage" to borrowed equipment while at a jobsite and not being used to perform operations. Paragraph (3), (4) and (6) do not apply to "property damage" to "customers goods" while on your premises nor to the use of elevators. b. Under SECTION II — LIABILITY, F. Liability and Medical Expenses Definitions, the following additional definition is added: "Customers goods" means property of your customer on your premises for the purpose of being: a. Worked on; or b. Used in your manufacturing process. c. The insurance afforded under this provision is excess over any other valid and collectible property insurance (including deductible) available to the insured whether primary, excess, contingent or on any other basis. Incidental Malpractice — Employed Nurses, EMT's and Paramedics Under SECTION II — LIABILITY, C. Who Is An Insured, paragraph 2.a.(1)(d) does not apply to a nurse, emergency medical technician or paramedic employed by you if you are not engaged in the business or occupation of providing medical, paramedical, surgical, dental, x- ray or nursing services. Personal and Advertising Injury — Broad Form Under SECTION II — LIABILITY, F. Liability and Medical Expenses Definitions, definition 15, "Personal and Advertising Injury", paragraph h. is added as follows: h. Discrimination or humiliation (unless insurance thereof is prohibited by law) that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by or at the direction of: (a) The insured; or (b) Any officer of the corporation, director, stockholder, partner or member of the insured; and (2) Not directly or indirectly related to an "employee ", nor to the employment, prospective employment or termination of any person or persons by an insured. Product Recall Expense Hanover Insurance Group- a. Under SECTION II — LIABILITY, B. Exclusions, Paragraph 1. o. is replaced in its entirety by the following: o. Recall of Products, Work or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product "; (2) "Your work "; or (3) "Impaired property'; If such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it, but this exclusion does not apply to "product recall expenses' that you incur for the "covered recall" of "your product ". The exception to the exclusion does not apply to "product recall expenses' resulting from: (1) Failure of any products to accomplish their intended purpose; (2) Breach of warranties of fitness, quality, durability or performance; (3) Loss of customer approval, or any cost incurred to regain customer approval; (4) Redistribution or replacement of "your product" which has been recalled by like products or substitutes; (5) Caprice or whim of the insured; (6) A condition likely to cause loss of which any insured knew or had reason to know at the inception of this insurance; (7) Asbestos, including loss, damage or clean up resulting from asbestos or asbestos containing materials; or (8) Recall of "your products" that have no known or suspected defect solely because a known or suspected defect in another of "your products" has been found. b. Under SECTION II — LIABILITY, C. Who Is An Insured, paragraph 4.c. is added as follows: c. "Bodily injury" or "property damage" do not apply to "product recall expense' arising out of any withdrawal 391.1006 06 09 Includes copyrighted material of Insurance Services Office, Inc. Page 3 of 5 or recall that occurred before you acquired or formed the organization. c. Under SECTION II — LIABILITY, E. Liability and Medical Expense General Conditions, 2. Duties in the Event of Occurrence, Offense, Claim or Suit, paragraph e. is added as follows: e. You must see to it that the following are done in the event of an actual or anticipated "covered recall" that may result in "product recall expense ": (1) Give us prompt notice of any discovery or notification that "your product" must be withdrawn or recalled. Include a description of "your product" and the reason for the withdrawal or recall; (2) Cease any further release, shipment, consignment or any other method of distribution of like or similar products until it has been determined that all such products are free from defects that could be a cause of loss under this insurance. d. Under SECTION II — LIABILITY, F. Liability and Medical Expenses Definitions, the following additional definitions are added: "Covered recall" means a recall made necessary because you or a government body has determined that a known or suspected defect, deficiency, inadequacy, or dangerous condition in "your product" has resulted or will result in "bodily injury" or "property damage ". "Product recall expense(s)" means: a. Necessary and reasonable expenses for: (1) Communications, including radio or television announcements or printed advertisements including stationary, envelopes and postage; (2) Shipping the recalled products from any purchaser, distributor or user to the place or places designated by you; (3) Remuneration paid to your regular "employees" for necessary overtime; (4) Hiring additional persons, other than your regular "employees "; (5) Expenses incurred by "employees" including transportation and accommodations; (6) Expenses to rent additional warehouse or storage space; (7) Disposal of "your product ", but only to the extent that specific methods of destruction other than those employed for trash discarding or disposal are required to avoid "bodily injury" or "property damage" as a result of such disposal, you incur exclusively for the purpose of recalling "your product "'; and b. Your lost profit resulting from such "covered recall ". e. Under SECTION II — LIABILITY, D. Liability and Medical Expenses Limits of Insurance, the following is added: 5. The Limits of Insurance and rules stated below fix the most that we will pay under this Product Recall Expense Coverage. (1) The Aggregate Limit is the most that we will reimburse you for the sum of all "product recall expenses" incurred for all "product recall expenses" initiated during the policy period. (2) The Occurrence Limit shown on the Summary of Coverages is the most we will pay in connection with any one defect or deficiency. (a) All "product recall expenses' in connection with substantially the same general harmful condition will be deemed to arise out of the same defect or deficiency and considered one "occurrence ". (b) Any amount reimbursed for "product recall expenses" in connection with any one "occurrence" will reduce the amount of the Aggregate Limit available for reimbursement of "product recall expenses" in connection with any other defect or deficiency. (c) If the Aggregate Limit has been reduced by 391 -1006 06 09 Includes copyrighted material of Insurance Services Office, Inc. Page 4 of 5 4 Ha7n� nover Insurance croup® reimbursement of "product recall expenses" to an amount that is less than the Occurrence Limit, the remaining Aggregate Limit is the most that will be available for reimbursement of "product recall expenses" in connection with any other defect or deficiency. 6. A deductible of $500 applies per each "Occurrence". 9. Unintentional Failure to Disclose Hazards Under SECTION II — LIABILITY, E. Liability and Medical Expenses General Conditions, paragraph 6. is added as follows: 6. Representations We will not disclaim coverage under this Coverage Form if you fail to disclose all hazards existing as of the inception date of the policy provided such failure is not intentional. 10. Unintentional Failure to Notify Under SECTION II — LIABILITY, E. Liability and Medical Expenses General Conditions, 2. Duties in the Event of Occurrence, Offense, Claim or Suit, paragraph f. is added as follows: Your rights afforded under this Coverage Form shall not be prejudiced if you fail to give us notice of an "occurrence ", offense, claim or "suit ", solely due to your reasonable and documented belief that the "bodily injury" or "property damage" is not covered under this Policy. 391 -1006 06 09 Includes copyrighted material of Insurance Services Office, Inc. Page 6 of 6 .2D /4l- ls' A� & CERTIFICATE OF LIABILITY INSURANCE 03/25/2016 ) 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 Millennium Corporate Solutions CONTACT NAME: Tune Larson PHONN (949)679 -6606 /X NOt (949)679 -6906 AI: License # OC13480 E -MAIL ADDRESS: j /arson ®mcaina.com 5530 Trabuco Road INSURERS AFFORDING COVERAGE NAIC# INSURER A:Hanover Insurance 22292 Irvine CA 92620 INSURED INSURER B:Underwriters at Lloyds 15792 INSURER C: Fieldman, Rolapp & Associates, Inc. / 19900 MacArthur Blvd. #1100 ✓ INSURER D: INSURER E DAMAGE TO RE TED PREMISES Ea occurrence $ 11000,000 1 INSURER F: MED EXP(Any one person ) Irvine CA 92612 -2445 I/ r/ COVFRAGFR CFRTIFICATF NIIMRFR-Renewal Master RFvl -glnId NIInnRFR• 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 ADDL JUM SUBR WVD POLICY NUMBER POLICY EFF POLICY EXP MMIDDfYYYY1 LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 11000,000 A CLAIMS -MADE � OCCUR DAMAGE TO RE TED PREMISES Ea occurrence $ 11000,000 MED EXP(Any one person ) $ 10,000 OH3 A578667 00 4/1/2016 4/1/2017 PERSONAL& ADV INJURY $ 11000,000 GEN'L AGGREGATE LIMIT APPLIES PER', GENERAL AGGREGATE $ 2,000,000 X POLICY JECT ❑LOC ECT PRODUCTS - COMP /OP AGO $ 2,000,000 Employee Benefits $ 11000,000 OTHER: AUTOMOBILE LIABILITY ) GLE LIMIT $ 1, 000, 000 RY(Per person) $ A ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS OH3 A578667 00 4/1/201fi 9/1/201URV 7C;OMBINED (Per accltlent) $ X NON-OWNED HIRED AUTOS X AUTOS DAMAGE t $ X UMBRELLA LIAB OCCUR EACH OCCURRENCE $ 3,000,000 AGGREGATE $ A EXCESS LIAB CLAIMS -MADE DED RETENTION$ $ JOH3 A578667 00 4/1/2015 4/1/2017 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN N ANY PROPRIETOWPARTNERIEXECUTIVE ❑ OFFICERIMEMBER EXCLUDED? NIA PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYE $ (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ B Profe6Bional Liability SUAWS200491502 12/20/2015 6/19/2017 Aggregate $2,000,000 Retro Date 12/20/2004 Claims Made Policy Retention $250,000 DESCRIPTION OF OPERATIONS I LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached If more space Is required) The City of Santa Ana, it's officers, employees, agents and representatives are named as additional insured as per form attached. 30 days notice shall be mailed for policy cancellation. CERTIFICATE HOLDER CANCFI I ATION ©1988.2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD br is ('Am iers I NS0251201401 I PS SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Santa Aria THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Finance & Management Services Agency ACCORDANCE WITH THE POLICY PROVISIONS, 20 Civic Center Plaza AUTHORIZED REPRESENTATIVE Santa Ana, CA 92701 June Larson /JUNE ©1988.2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD br is ('Am iers I NS0251201401 I PS Policy No. OH3 A57866700 OTHER INSURANCE - PRIMARY AND NON - CONTRIBUTORY (ADDITIONAL INSURED) ENDORSEMENT THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM The following is added to SECTION III — COMMON POLICY CONDITIONS: M. Other Insurance 1. Additional Insureds If you agree in a written contract, written agreement or permit that the insurance provided to any person or organization included as an Additional Insured under SECTION II - LIABILITY, Part C — Who is An Insured, is primary and non - contributory, the following applies: If other valid and collectible insurance is available to the Additional Insured for a loss we cover under SECTION II — LIABILITY, Part A. Coverages, Paragraph 1., Business Liability our obligations are limited as follows: a. Primary Insurance This insurance is primary to other insurance that is available to the Additional Insured which covers the Additional Insured as a Named Insured. We will not seek contribution from any other insurance available to the Additional Insured except: (1) For the sole negligence of the Additional Insured; (2) When the Additional Insured is an Additional Insured under another primary liability policy; or (3) When b.(2) 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 b.(3) below. b. Excess Insurance This insurance is excess over: (1) Any of the other insurance, whether primary, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work "; (b) That is Fire insurance for premises rented to the Additional Insured or temporarily occupied by the Additional Insured with permission of the owner; (c) That is insurance purchased by the Additional Insured to cover the Additional Insured's liability as a tenant for "property damage" to premises rented to the Additional Insured or temporarily occupied by the Additional Insured with permission of the owner; or (d) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g, of SECTION II — LIABILITY, Part A. Coverages, 1. Business Liability. When this insurance is excess, we will have no duty under SECTION II — LIABILITY, Part A. Coverages, 1. Business Liability to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit ". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (2) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (3) The total of all deductible and self - insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of 391 -1331 06 09 Includes copyrighted material of Insurance Services Offices, Inc., with its permission Page 1 of 2 r one +NF� b,{ Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 391-133106 09 Includes copyrighted material of Insurance Services Offices, Inc., with its permission Page 2 of 2 POLICY NUMBER: OH3 A57866700 BUSINESSOWNERS BP 04 97 07 02 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE* Name Of Person Or Organization: As per written contract * Information required to complete this Schedule, if not shown on this endorsement, will be shown in the Decla- rations. Paragraph K. Transfer Of Rights Of Recovery Against Others To Us in Section III — Common Policy Conditions is amended by the addition of the following: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products- completed operations hazard ". This waiver applies only to the person or organization shown in the Schedule above. BP 04 97 07 02 C ISO Properties, Inc., 2001 Page 1 of 1 ❑ J , 6 // 9 f r'zs