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HomeMy WebLinkAboutDOWNTOWN INC.(DTI)-2018WSURANCE ON FILE WORK MAY PROCEED UNTILINSSU XP I CLERK OFtNE $ A-2017-325 (� DnTE:JAN DOWNTOWN CLEAN AND SAFE PROGRAM C' A L7 SERVICES AGREEMENT W This SERVICES AGREEMENT made and entered into this day of 'S++ n . 2018, by and between the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California ("City"), and Downtown Incorporated, Inc., a California non-profit corporation C DTP') RECITALS A. On January 31, 2013, the City executed Settlement and Release Agreement No. A-2013-039 with DTI to fund the downtown's Clean and Safe Program for three years at a cost of $400,000 per year. The terms of the Settlement and Release Agreement automatically renewed in one year terms. B. All other terms of the Settlement and Release Agreement have been completed, but the parties wish to continue the downtown Clean and Safe Program. Accordingly, the purpose of this Services Agreement is to terminate the Settlement and Release Agreement while continuing with the downtown Clean and Safe Program. C. The current downtown Clean and Safe Program maintenance includes: sidewalk sweeping and pressure washing; gum removal; trash and/or bulky item removal; alley/median/parkway maintenance; and, litter and debris pick-up. Each maintenance service assists in beautifying the downtown district and enhances the image of the commercial core. This activity is designed to increase customer comfort with the downtown, which will in turn increase commerce and help to attract and retain new businesses within the district. D. Downtown Santa Arm continues to experience growth as well as challenges. Recent trends of an increasing transient population are requiring additional litter maintenance and street cleaning needs. A higher influx of visitors to the downtown at night have also added to the higher levels of maintenance necessary to keep the downtown as an attractive, safe and clean place for residents and visitors to the area. E. As a result, DTI requested an additional $100,000, for a total of $500,000 per year, to hire two new full -tame staff members ($67,200 per year) whose duties will include current maintenance, as well as additional new duties like the placement and removal of recently purchased street furniture. Two more pressure washing days will also be added to their current schedule ($32,799.96 per year). F, These downtown Clean and Safe Program services are meant to complement the existing activities provided pursuant to the City's Business Improvement District ("BID"). G. Under this Services Agreement, the City and DTI propose to: (1) confirm that DTI will receive up to $500,000 from the City each calendar year that such funding is approved by City Council for the Clean and Safe Program; (2) provide that DTI's use of said Clean and Safe Program funds will be consistent with the approved Clean and Safe Program Scope of Work; and, (3) provide for auditing of DTI's Clean and Safe Program fimds. WHEREFORE, and in consideration of the mutual and respective covenants and promises hereinafter set forth, and subject to the terms and conditions of this Services Agreement, the parties hereto do hereby agree as follows: ARTICLE I PRELIMINARY MATTERS § 1.01 Definitions As used in this Operating Agreement, the following terms shall have the following meanings: (a) "City" means the City of Santa Ana, California. (b) "City Council" means the City Council of the City. (c) "City Manager" means the City Manager of the City or hisAter designated representative(s). (d) "Clean and Safe Program" means the services designed to provide maintenance and security, as detailed in the Scope of Work attached hereto as Exhibit A and incorporated herein by reference, for the downtown district, which shall be defined by the BID boundaries, as depicted in the Map attached hereto as Exhibit B and incorporated herein by reference. (e) "DTI" means Downtown Incorporated, Inc., a California nonprofit corporation. § 1.02 Termination of Settlement and Release Agreement Settlement and Release Agreement No. A-2013-039, dated January 31, 2013, between the City and DTI, is hereby terminated in its entirety. Any and all terms of said Settlement and Release Agreement are null and void, and thus no longer in effect. § 1.03 Term of Services Agreement This Services Agreement shall commence on the date first written above and terminate on , 20_, unless terminated earlier in accordance with sections 4.02 or 4.05, below. The Term of this Agreement shall be automatically renewed in one (1) year Renewal Terms, unless terminated earlier in accordance with sections 4,02 or 4.05, below. § 1.04 Status of DTI (a) By its execution of this Agreement, DTI warrants that it is duly incorporated under the laws of the State of California and that true and correct copies of its Articles of Incorporation and Bylaws and a true and correct listing of DTI's officers and their terms of office, certified as such by DTI's Secretary, have been filed with the Clerk of the Council. (b) By its execution of this Agreement, City accepts and agrees to the organization of DTI as set forth in the above said Articles of Incorporation and Bylaws. ARTICLE 2 CLEAN AND SAFE PROGRAM SERVICES, FUNDS, AND REPORTS AND RECORDS § 2.01 Clean and Safe Proinumm Services DTI shall perform those Clean and Safe Program services as set forth in the Scope of Work attached hereto as Exhibit A and incorporated herein by reference, § 2.02 Clean and Safe Program Funding (a) City shall provide funding for the Clean and Safe Program throughout the term of this Services Agreement. City and DTI shall maintain an account, into which the City shall deposit $125.000. DTI shall be permitted to expend up to, but no more than, one-third (1/3) of the money in the account ($41,667 per month) for Clean and Safe Program contract expenses for each calendar month. Once the Clean and Safe Program services are rendered, and payment is documented, DTI shall provide City with proof of payment in the form of cancelled checks and invoices. After the City confirms and approves the proof of payment, the City shall make an additional deposit into the above -referenced account in the approved amount, thus returning the account balance to $125,000. City will not make additional deposits for DTI's administrative costs, or any other non -services related fees or costs. Each additional deposit shall be for the same amount that DTI demonstrates it paid out for services. City's obligation to make deposits shall be limited to no more than $500,000 per year of the Services Agreement. (b) All Clean and Safe Program expenditures must be for the purposes identified in the Clean and Safe Program Scope of Work, and must be sufficiently documented by accompanying receipts, purchase invoices, or other permanent evidences of expenditure as may be prudently required by the City in accordance with Generally Accepted Accounting Principles and established City accounting procedures. If DTI expends any Clean and Safe Program money for unauthorized purposes, the City may, at its sole option, deduct the disputed amount from any future Clean and Safe Program payments to DTI, or may terminate the Agreement pursuant to the terms of section 4.05. 3 (e) In the event questions arise relating to the payment of funds to DTI, DTI may within 15 days of notification request an accounting by the City of the amount of net funds disbursed to DTI. Thereupon the City shall re-evaluate the amount of such disbursement and give written notification of its decision to DTI which shall be final and conclusive. § 2.03 Clean and Safe program Advisory Committee (a) City and DTI shall work cooperatively to manage the Clean and Safe Program. DTI shall create an advisory committee with six (6) voting members to advise and assist in the provision of Clean and Safe Program services. (b) The Clean and Safe Program Advisory Committee members shall consist of: two (2) City employees (one from the Police Department and the other from the Community Development Agency or other department as determined by the City Manager); two (2) DTI members; and, two (2) members from the Santa Ana Business Council. DTI shall notify the Clerk of the Council of any change in the membership of the Clean and Safe Program Advisory Committee. (c) Meetings shall be held on a quarterly basis with more meetings called at the discretion of the Program Advisory Committee. When conducting meetings related to the Clean and Safe Program, members of the Program Advisory Committee shall serve without compensation other than reimbursement for expenses incurred by them in the course of the performance of services for the Clean and Safe Program when authorized by the Program Advisory Committee. § 204 Bi-Annual Financial Statement and Audit Every six (6) months (June 30 and December 31), DTI shall submit to the City Manager a complete statement of DTI's Clean and Safe Program expenditures, and a financial audit for the preceding half -year prepared by an independent certified public accountant. § 2.05 Financial Records DTI shall keep, or cause to be kept, true, accurate and complete records, including double - entry books, a profit and loss statement, and a balance sheet, such that if possible at all times to determine the amount and nature of all revenues and expenditures. All expenditures and transactions shall be supported by documents of original entry such as sales slips, cash register tapes, and purchase invoice and receipts. All such account books, statements, balance sheets and supporting documents shall be retained by DTI for a period of three (3) years after the end of the accounting year to which they pertain. § 2.06 Accounting Procedures DTI shall maintain a system of accounting according to Generally Accepted Accounting Practices. § 2.07 Inspection and Audit City shall be entitled, during the term of this Services Agreement and for a period of one year following the termination, to: (a) inspect and examine all of DTI's books, statements, records, and supporting documents to ascertain the correctness of DTI's financial statements. Any such inspection and/or examination shall be conducted during normal business hours with prior 15 days written notice to DTI; and (b) inspect and examine each expense made by DTI to ascertain that all expenses are for the purposes identified in the Clean and Safe Program Scope of Work, and that all expenses are sufficiently documented by receipts, purchase invoices, or other permanent evidences of expenditure in accordance with Generally Accepted Accounting Principles and established City accounting procedures. Any such inspection and/or examination shall be conducted during normal business hours with prior 15 days written notice to DTI. ARTICLE 3 INDEMNITY AND INSURANCE § 3.01 Indernnification DTI shall indemnify and save harmless City and its officers, agents and employees from and against any and all claims, demands, loss or liability of any kind or nature which City or its officers, agents, or employees may sustain or incur, or which may be imposed upon them, or any of them, as a result of, arising out of, or in any manner connected with DTI's management and/or administration of the Clean and Safe Program. § 3.02 Insurance Requirement Generalx Prior to the Commencement Date (except as hereinafter otherwise provided), DTI shall obtain at its sole cost and file with the Clerk of the Council, and maintain throughout the Term, policies of insurance as required by this section and sections 3.03 through 3.05, or a certificate of such insurance, satisfactory in form to the City Attorney. Each such policy (except policies of Workers' Compensation Insurance) shall name City as an insured or additional insured and each liability insurance policy shall also name the officers, agents and employees of City as insureds or additional insureds. Each such policy shall also contain a provision that no termination, cancellation or change of coverage or (where applicable) of insured or additional insured shall be effective until after thirty (30) day notice thereof has been given in writing to City. § 3.03 Li bili Insurance Id DTI shall provide a policy or policies of insurance which provides coverage not less than that provided in the form of a comprehensive general liability insurance policy against liability for any and all claims and suits for damages or injuries to persons or property resulting from or arising out of the operations of DTI, its officers, employees, agents or assigns. Said policy or policies of insurance shall provide coverage for both bodily injury and property damage in not less than One Million Dollars ($1,000,000.00) combined single limit, or its equivalent. § 3.04 FideSty Bonding DTl shall provide a policy or policies of insurance insuring DTI against loss due to dishonesty of DTI's officers, agents and employees. Said policy or policies shall provide coverage in not less than $500,000, § 3.05 Workers' Compensation Insurance DTI shall provide a policy or policies of workers' compensation insurance as required by law. § 3.06 Modification of Insurance Reouirements The City Manager may modify or suspend the requirements imposed on DTI by this Article if in hislher reasonable determination strict compliance is impossible or excessively costly due to insurance market conditions. . ARTICLE 4 DEFAULTS, REMEDIES AND TERMINATION § 4.01 Defaults (a) Failure or delay by either party to perform any term or provision of this Agreement shall constitute a default under this Agreement. The injured party shall not initiate the remedies hereinafter provided until the defaulting party has been given written notice of the default, specifying the nature thereof, and a period of sixty (60) days to cure or correct such default. (b) Any failure or delay by either party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies, or deprive such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protec[ assert or enforce any such rights or remedies. § 4.02 Remedies of City In the event of any default and failure to cure, correct or remedy the same by DTI, City may, at City's sole discretion, in addition to or in lieu of any other remedies, exercise either of the following remedies: CS (a) Delay of any or all transfers of Clean and Safe Program funds to DTI pursuant to §2.02 of this Agreement until such default is cured, corrected or remedied; provided such delay is approved by the City Council. (b) Terminate this Agreement, provided such termination is approved by the City Council. § 4.03 Legal Actions In addition to any other rights or remedies, either party may institute legal action to cure, correct or remedy any default, to recover damages for any default, or to obtain any other remedy consistent with the purpose of this Agreement. Such legal action must be instituted in the Superior Court of the County of Orange, State of California, or in any other appropriate court in that county. § 4.04 Cumulative Rights and Remedies The rights and remedies of the parties are cumulative and the exercise by either party of one or more such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. § 4.05 Termination This Agreement may be terminated by the City for any reason upon thirty (30) days written notice of termination. Upon any termination, or expiration of the Term, the City shall have no fiirther obligation to provide funding or other assistance to DTI pursuant to this Agreement for any period following such expiration or early termination. ARTICLE 5 GENERAL PROVISIONS § 5,01 Representatives (a) All actions authorized to be taken by City pursuant to this Agreement, without specification in this Agreement as to the body or office so authorized, shall be deemed exercisable on behalf of City by the City Manager, unless otherwise stated. The City Manager may designate any officer of the City as his/her representative with respect to any specified authority given to the City Manager by this Agreement, and in such event the actions of such officer within the scope of such authority shall have the same effect as if taken by the City Manager. (b) All actions authorized to be taken by DTI pursuant to this Agreement, without specification in this Agreement as to the body or office so authorized, shall be deemed exercisable on behalf of DTI by DTI's governing board or by such officer of DTI as may be designated by resolution of said governing board. § 5.02 Notices Notices and written communications sent by one party to the other shall be either personally delivered or sent by U.S. Mail, postage prepaid, to the following addresses: (a) If sent by DTI to City: Clerk of the Council City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 With Copies to: City Manager City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 M4 City Attorney City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 (b) If sent by City to DTI: Downtown Inc, 200 North Main St. 2nd Floor Santa Ana, CA 92701 Attention: Chairman of the Board § 5,03 N0:999nability The rights and obligations of DTI under this Agreement may not be assigned or delegated without the prior approval of the City Council. U § 5.04 Partial Invalidi If any term, covenant, condition, or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect, and shall in no way be affected, impaired or invalidated thereby. §5.05 Exclusivity Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement or amendment hereto shall be effective unless executed in writing and signed by both City and DTI. §5.06 Conflict of Interest Clause DTI covenants that It presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance under this Agreement. §5.07 OC Streetcar Project DTI, and its members, officers, employees, and representatives, agree not to commence, participate in, or assist with any action, legal proceeding, cause of action or suits in law or equity, of whatever kind or nature, in any way, directly or indirectly, against the City, or any party, on any issue related to the OC Streetcar Project, and knowingly, voluntarily, unconditionally, irrevocably, and expressly forever discharge and release any damages and/or claims, now known or arising in the future, against the City, or any party, on any issue related to the OC Streetcar Project. Any violation of this provision shall be considered a breach of the Agreement subject to immediate termination and cancellation of all funding at the sole and absolute discretion of the City. (signature page follows) IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. EVI-PUA CITY OF SANTA ANA '11n D. HUIZAR, RAUL GOD IN12-II" - Clerk of the Council City Manager SONIA R. CARVALHO City AttorUey _ By: Ryan RI1i kM=. 10 DOWNTOWN, INC. Tax fD# -,Z76 -,,Z D-5 // 6 / EXHIBIT A CLEAN AND SAFE PROGRAM SCOPE OF WORD II 25C-13 DTSA Clean & Safe Security team: Sunday - Thursday Friday and Saturday Litter team: Monday - Sunday Power washing team: Monday - Friday Saturday and Sunday 4 guards 8amto12am 8amtoIam 7 workers 7amto9pm 3 workers 10pmto4am 4amto10am 25C-14 LITTER MAINTENANCE SCOPE OF WORT{ A. PICKUP LITTER AND WASTE "Litter" is defined as, but is not limited to, boxes, cans, papers, containers marked "trash" (or are obviously trash), unwanted or useless materials, or rejected matter. "Waste" includes, but is not limited to, gum, food remains, sewage, excrement, dust, dirt, decals, liquid or dried matter, etc. Remove litter from all outside surfaces including, but not limited to, sidewalks, streets, curbs, planters, tree grates, and store entries. All litter from such surfaces shall be removed from the area and emptied into a designated trash dumpster or receptacle in such a manner as to prevent the adjacent area from becoming littered by such trash. Waste shall be removed from all outside surfaces including, but not limited to, sidewalks, streets, curbs, planters, tree grates, store entries, and trash receptacles. All waste from such surfaces shall be removed from the area and emptied into a adjacent area from becoming soiled by such waste. Waste removal shall be accomplished by the complete and thorough removal of said substances from the area —not by moving it from one surface to another or covering said substances with sand or similar materials. B. CLEAN AND EMPTY TRASH CANS All trash containers within the Downtown shall be emptied and cleaned, Trash including, but not limited to, boxes, cans, papers, and other containers marked "trash" (or are obviously trash) shall be removed, along with the liner. All trash from such trash receptacles shall be removed from the area and emptied into a designated trash dumpster or receptacle in such a manner as to prevent the adjacent area from becoming littered by such trash, All trash containers shall be emptied three times per day on a routine basis (morning, early afternoon and evening). Additionally, any trash containers that may become filled prior to the scheduled routine cleaning, particularly between the hours of 11:00 a.m. and 4:00 p.m. daily, shall be emptied as needed. Trash containers should never have accumulated trash or waste above the level of the container. Whether full or not, container shall be emptied and cleaned if it is emitting a foul, rancid, or putrid odor or shows signs of insect or rodent infestation. Insert new liners into trash containers, securing said liners in such a manner as to present a neat uniform appearance and replacing container lids in their correct position. 25C-15 Using a clean cloth or rag, and germicidal detergent solution, remove all waste including, but not limited to, gum, food remains, sewage, excrement, grease, dust, dirt, decals, liquids, dried matter, oily or sticky substances, etc. from the surface of trash containers. Cleaning shall be accomplished by the complete and thorough removal of said substances from the area —not by moving it from one surface to another or covering said substances with sand or similar materials. This includes, but is not limited to, the cleaning of the immediate area surrounding the trash containers. C. CLEAN OUTDOOR BENCHES, BOLLARDS AND LIGHT POLES All benches, bollards and light poles within the area shall be cleaned on a regular basis using clean cloths and a detergent solution. Remove all waste including, but not limited to, gum, food remains, excrement, grease, dust, dirt, litter, liquids, dried matter, decals, sticky substances, etc, The immediate area surrounding the object shall be cleaned in the sarne manner. Alleys shall be clear of trash, waste, shopping cats, pallets, leaves, and excrement. Shopping carts shall be picked up and taken to shopping center parking lot. Boxes shall be flattened and placed securely in trash container in such a manner as to not protrude excessively, Excrement shall be picked up and disposed of properly, and area washed down with proper germicidal solution. The following are alley locations within the Downtown: • 100 East Fourth Street (south alley) 200 East Fourth Street (south alley) 300 East Fourth Street (north and south alley) • 100 West Fourth Street (south alley) • 200 West Fourth Street (south alley) • 300 West Fourth Street (south alley) 400 West Fourth Street (south alley) E. CLEAN BUS STOPS Bus stops shall be cleared of waste, litter, shopping carts, leaves, and excrement. Trash containers should never have accumulated trash or waste above the level of the container opening. Trashcan liners shall be replaced accordingly. Excrement shall be picked up, disposed of properly, and area washed down with proper germicidal solution. The following are bus stop locations within the Downtown: 25C-16 • 400 North Main west side of street • 300 North Main east side of street • 200 West P street south side of street 200 East 5a' street south side of street • 100 West Santa Ana Boulevard north side of street • 200 East Santa Ana Boulevard north side of street E, AREA OF SERVICE Defined by the Santa Ana Business Improvement District map attached. 25C-17 POWER WASH SCOPE OF WORK A. POWER WASH PROCESS "Power wash" is defined as the simultaneous mechanical removal of materials or pollutants from the surface of the pavement, through application of water under pressure with elevated temperatures used in the cleaning process and the collection of the waste and water. Process used shall leave the area clean and free of stains and of all loose, embedded materials including chewing gum. The cleaning process must not damage the concrete surfaces or the brick paver surface. All gum must be removed from the paver, concrete and other sidewalk surfaces. B. POWER WASH SIDEWALKS All gum, dirt, grime, oil, stains and other fluids shall be removed from the sidewalks power C. POWER WASH BUS STOPS Bus stop areas are to be cleaned of all debris, gum, dirt, grime, oil, stains and other fluids. The following are bus stop locations within the area: • 400 North Main west side of street • 300 North Main east side of street • 200 West 5" street south side of street 200 East 51 street south side of street 100 West Santa Ana Boulevard north side of street • 200 East Santa Ana Boulevard north side of street D. POWER WASH ALLEYS AIleys are to be cleaned of all debris, gum, dirt, grhne, oil, stains and other fluids. The following are alley locations within the area: 100 East Fourth Street (south alley) • 200 East Fourth Street (south alley) • 300 East Fourth Street (north and south alley) • 100 West Fourth Street (south alley) • 200 West Fourth Street (south alley) • 300 West Fourth Street (south alley) 400 West Fourth Street (south alley) E. AREA OF SERVICE Defined by the Santa Ana Business Improvement District map attached, 25C-19 EXHIBIT B DOWNTOWN BUSINESS IMPROVEMENT DISTRICT MAP 12 W7' V u 1 � '15 U7WIlU0W �.m F-1 17 N0795nds F1L. �J F-1 a [-I is HMO 'IS NIVW U3MOld E E vi V1 sc co 25C-22 Exhibit 2 Downtown Clean and Safe Program Scope of Services BudgetCurrent Clean and Safe Activit Cost Litter Maintenance $213,480 Power Washing $84,000 Security Guards $102,516 Total $399,996 Proposed Activity Budget Cost Litter Maintenance $280,680 Power Washing $116,800 Security Guards $102,516 Total $499,996 25C-23 25C-24 AID 6r CERTIFICATE OF LIABILITY INSURANCE Dosi28/2o 8 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 Eddie QUIIIareS Jr. CONTACT NAME: Eddie QUIIIareS State Farm Agency 415 N. Broadway PHONE 714 617,7150. a No: 7 4.617.7158 -.._._ EMAIL AooREss eddie@eddieqinsurance.com Santa Ana, CA 92701 INSURERS AFFORDING COVERAGE NAICX INSURER A: State Farm General Insurance Company 25151 INSURED DOWNTOWN INC INSURER El: State Farm Fire and Casualty Company 25143 INSURER C: 200 N MAIN ST FL 2 INSURER D : SANTA ANA CA 92701 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 75-0450 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL BUSR POLICY NUMBER POLICY EFF tMMIDDnrYYY1 POUCYEXP (MMMDMYYILIMITS q GENERAL LIABILITY Y Y 92•CE-0933-0 O6/OS/2018 O6/0512019 EACHOCCURRENF $ 1,000,000 X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE Fx] OCCUR PREMISES Ea occurrence $ 300,000 MED EXP (Any one person) $ 5.000 PERSONAL& ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GENT AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OPAGG $ 2,000,000 POLICY PRO- LOC q AUTOMOBILE LIABILITY 1—Y] ❑ 75.0450-X94 0612812018 12/28/2018 Ea accideCOMINEntSINGLE LIMIT $ BODILY INJURY (Per person) $ 250,000 ANY AUTO ALL AUTOS OWNED SCHEDX AUTOS UTOS BODILY INJURY (Per accident) $ 500,000 HIRED AUTOS NON -OWNED AUTOS PROPERTY DAMAGE Per accident $ 100,000 Comp/Coll Ded $ 260 A UMBRELLA LIAB X OCCUR ❑Y FYI 92-CE-0781-7 06/05/2018 06/05/2019 EACH OCCURRENCE $ 1,000,000 I AGGREGATE $ 2,000,000 EXCESS LIAB CLAIMS -MADE DEO X RETENTION $ 10,000 1 $ B AND EMPLOY RS'LIABILIITY YIN ANY PROPRIETORIPARTNERIEXECUTIVE OFFICE/MEMBER EXCLUDED? FYIN/A� 92-LH-2053.2 06/05/2018 06/05/2019 TOR WO suM TS X GER 1,000,000 E.L. EACH ACCIDENT $ 1,000,000 EL DISEASE - EA EMPLOYEE $ 1,000,000 (Mandator, in NMI DESCRIPTION OPERATIONS beloe� E.L. DISEASE -POLICY LIMIT $ 1.000.000 A FIDELTY BOND ❑ ❑ 92-WV-6044-5 10/03/2017 10/03/2018 BOND -AMOUNT $ 500.000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, it more space is returned) City of Santa Ana its officers, agents, employees and volunteers are named as additional insured. Additional Insured endorsement issued for certificate holder with Wavier of Subrogation and non-contributory CITY OF SANTA ANA 20 CIVIC CENTER PLAZA SANTA ANA, CA 92702 ATTENTION RISK MANAGEMENT BRIZA MORALES LearLea��au.Jc. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. @ 1988-2010 ACORD CORPORATION. All ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD 1001486 132849.7 03-01-2012 Exhibit B ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company: State Farm Insurance This endorsement modifies such insurance as is afforded by the provisions of Policy Number: CE-Q933-0 relating to the following: 92- 1. The City of Santa Ana Its Boards, Commissions, Officials, Employees, and Agents; its elected and appointed officials; its officers, employees, agents, volunteers and representatives are names as additional insured with regard to liability and defense of suits arising from 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 names insured, such insurance as is afforded by this policy is primary and is not additional to or to contributing with any other insurance carried by or for the benefit of the additional insured. 3. This insurance applies separately to each insured against whom claim is or suit is brought except with respect to the company's limit of liability. This inclusion of any person or organization as an insured shall not affect any right which is such person or organization would have as claimant if not so included. 4. With respect to the additional insured, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) written notice has been given The City of Santa Ana Its Boards, Commissions, Officials, Employees, and Agents (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective May 16, 2018 this endorsement form as a part of Policy Number: 92-CE-Q933-0 Issued to Downtown Inc Countersigned by Authorized Representative A� Ror CERTIFICATE OF LIABILITY INSURANCE 01ioii2o s ' 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 Eddie QUIIIareS Jr. CONTACT NAME: Eddie QUlllares PHONE 714.617.7150. FAX LAIC.No: 714.617.7158 State Farm Agency E`kfA1L ADDRESS: eddie eddie insurance.com 415 N. Broadway r Santa Ana, CA 92701 INSURERS AFFORDING COVERAGE NAIC // INSURER A: State Farm General Insurance Company 25151 INSURED DOWNTOWN INC INSURER B: State Farm Fire and Casualty Company 25143 INSURER C: 204 E 4TH STREET STE T INSURER D: SANTA ANA CA 92701 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 75-0450 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER MM/�DIMYY MMI�O/YYYY LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE I-K] OCCUR El 92-CE-0933.0 06/05/2018 06/05/2019 EACH OCCURRENCE $ 1,000,000 DAM AGES(RE TE PREMISES Ea occurrence) $ 300,000 MED EXP (Any one person) $ 5,000 PERSONAL B ADV INJURY $ 1,000,000 GENERALAGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- LOC PRODUCTS-COMP/OP AGG $ 2,000,000 $ A AUTOMOBILE LIABILITY ANY AUTO ALL OWNED X SCHEDULED AUTOS AUTOS HAGE HIREDAUTOS j�' NON- AUTOS � F 621 5237-F28-75 12/28/2018 O6/28/2019 Ea accidenINEDt) SINGLE LIMIT $ BODILY INJURY (Per person) $ 1,000,000 x BODILY INJURY (Per accident) $ 1,000,000 cciOWNED PROPERTY DAMHIREDAUTOS Peradent $ 1,000,000 (t X UMBRELLA LIAR EXCESS LIAB OCCUR CLAIMS -MADE Y Y 92-CE-Q781-7 06/05/2018 06/05/2019 EACH OCCURRENCE $ 1,000,000 rd AGGREGATE $ 2,000,000 DED I x I RETENTION$ 10,000 $ B WORKERS COMPENSATION AND EMPLOYERS'LIABILIW YIN ANY PROPRIETORIPARTNEWEXECUTIVE OFFICE/MEMBER EXCLUDED? Y� (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS bel, N/A ❑Y 92-CE-R552-3 06/05/2018 06/05/2019 WC STATU- X OTH- 1,000,000 E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE- EA EMPLOYE $ 1,000,000 E.L. DISEASE -POLICY LIMIT $ 1,000,000 A FIDELITYBOND �I Y1 92-WV-60445-F 10/03/2018 10/03/2019 BOND -AMOUNT $ 500,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (Aftach ACORD 101, Additional Remarks Schedule, if more space is required) City of Santa Ana its officers, agents, employees and volunteers are named as additional insured. Additional Insured endorsement issued for cerlifcate holder with Wavier of Subrogation and non-contributory CITY OF SANTA ANA 20 CIVIC CENTER PLAZA SANTA ANA, CA 92702 ATTENTION RISK MANAGEMENT BRIZA MORALES SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD 1001486 132849.7 03-01-2012 Exhibit B ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company: State Farm Insurance This endorsement modifies such insurance as is afforded by the provisions of Policy Number: 92- CE-Q933-0 relating to the following: 1. The City of Santa Ana Its Boards, Commissions, Officials, Employees, and Agents; its elected and appointed officials; its officers, employees, agents, volunteers and representatives are names as additional insured with regard to liability and defense of suits arising from 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 names insured, such insurance as is afforded by this policy is primary and is not additional to or to contributing with any other insurance carried by or for the benefit of the additional insured. 3. This insurance applies separately to each insured against whom claim is or suit is brought except with respect to the company's limit of liability. This inclusion of any person or organization as an insured shall not affect any right which is such person or organization would have as claimant if not so included. 4. With respect to the additional insured, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) written notice has been given The City of Santa Ana Its Boards, Commissions, Officials, Employees, and Agents (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective May 16, 2018 this endorsement form as a part of Policy Number: 92-CE-Q933-0 Issued to Downtown Inc Countersigned by Authorized Representative E .41CC�]!?0°ATE � CERTIFICATE OF LIABILITY INSURANCE D08/02/2019 ) 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 CT Eddie Quillares Jr. rvONT CT ONACT Qulllaras _ PHONE FAX State Farm Agency Ext): 71416.17.7150. tArG. No]; 7tQ 11„7MO EMAIL 415 N. Broadway A DRl Ss.- addle eddi insu(attce.com a Santa Ana, CA 92701 INSURERS AFFORDING COVERAGE NAIC # INSURER A: State Farm General Insurance Company5151 _ INSURED DOWNTOWN INCORPORATED INSURER B:State Farm Fire and Casualty Company 2514 204 E 4TH STE STE T INSURER C ; SANTA ANA, CA 92701-4668 INSURER D INSURER E INSURER F rnvr Dnr_oe !^CRTICI( ATF IUIIMRFR•7�RArn RFVIRION NIIMRFR- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADD L SUBR POLICY NUMBER POLICYIYYY POLIO . EXP LTR LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY Y 92-CE-Q933-0 06/05/2019 06/05/2020 EACH OCCURRENCE $ 1,000,000 $ 300,000 WA f PREMISES tEa occurrence I CLAIMS -MADE X OCCUR MED EXP (Any one person) $ 5.000 PERSONAL &ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 I PRODUCTS - COMP/OP AGG $ 2,000,000 1 GE_N'L AGGREGATE LIMIT APPLIES PER: $ X POLICY PRU I LOC A AUTOMOBILE LIABILITY El ❑ 621 5237-F28-75 0612812019 1212812019 COMB NED SINGLE WiT f£s acprSent) $ BODILY INJURY (Per person) $ 1.000,000 ANY AUTO BODILY INJURY (Per accident) $ 1,000,000 ALL OWNED X SCHEDULED AUTOS AUTOS HIRED AUTOS NOT OWNED OS YROFETM DAVA -E er rcident) $ 1,000,000 Deductible $ 250 _ A X UMBRELLA LIAB X OCCUR Y l Y 92-CE-Q781-7 06/05/2019 06/05/2020 EACH OCCURRENCE $ 1.000,000 AGGREGATE $ 2,000,000 EXCESS LIAB CLAIMS -MADE DED X RETENTION$ 10,000 $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN 92-GA-H506-1 06/05/2019 06/05/2020 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICE/MEMBER EXCLUDED? Y❑ N / A (Mandatory In NH) WC LJMIT_ X OTH- _ 1,000,000 .I.gR.'L LJMI.TS E,3_ — E L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYE $ 1,000,000 If yes, describe under T IONS DFSCgIPTiQN OF OPERAbeow A FIDELITY BOND Y ❑Y 92-WV-6044-5 10/03/2018 10/03/2019 E.L. DISEASE -POLICY LIMIT $ 1,000,000 BOND -AMOUNT $ 500,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, it more space is required) Scheduled Auto: 2002 GEM 825 PICKUP VIN: 5ASAK27492FO28166 REVIEWED &APPROVED BY RISk MANAGEMENT DIVISION City of Santa Ana its officers , agents, employees and volunteers are named as additionally insured. Additional insured endorsement issued for certificate holder with waiver of subrogation and non-contributory. (1 UG v 2 2019 Certificate of Insurance shall provide thirty (30) day prior written notice of cancellation A GA.Z V4-I141! Iv1"11 P- CITY OF SANTA ANA - ----- -- - - SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN RISK MANAGEMENT DIVISION ACCORDANCE WITH THE POLICY PROVISIONS. 20 CIVIC CENTER PLAZA 4TH FL AUTHORIZED REPRESENTATIVE SANTA ANA, CA 92702 V Tyts iS-[u-lu �a�.urcv i,�rcrvrcr�I tvr+. .+n nyilaa Icaal rau. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD 1001486 132849.7 03-01-2012 �,... I FE-6609 POLICY NUMBER: WORKERS COMPENSATION 92-GA-H506-1 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHER TO US Policy Number: 92-GA-H506-1 Named Insured: Downtown Inc SCHEDULE NAME OF PERSON OR ORGANIZATION: CITY OF SANTA ANA 20 CIVIC CENTER PLAZA SANTA ANA, CA 92702 Information required to complete this Schedule, if not show above, will be shown in the Declarations. The following is added to Paragraph 10.b. of SECTION 1 AND SECTION II — COMMON CONDITIONS: 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 any injury arising out of: a. Your ongoing operations; or b. Your work done under 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. All other policy provisions apply. REVIEWED & APPROVED FE-6671 By RISK MANAGEMENT DIVISION ©, Copyright, State Farm Mutual Automobile Insurance Company, 2008 Includes copyrighted material of Insurance Services Office, Inc., with its permission. AUG 0 2 2ois FRANCINE R. VILLAREAL SECTION II ADDITIONAL INSURED ENDORSEMENT Policy No.: 92-CE-Q933-0 Named Insured: DOWNTOWN INC Additional Insured (include address): CITY OF SANTA ANA 20 CIVIC CENTER PLAZA SANTA ANA, CA 92702 WHO IS AN INSURED, under SECTION II DESIGNATION OF INSURED, is amended to include as an insured the Additional Insured shown above, but only to the extent that liability is imposed on that Additional Insured solely because of your work performed for that Additional Insured shown above. Any insurance provided to the Additional Insured shall only apply with respect to a claim made or a suit brought for damages for which you are provided coverage. ® The Primary Insurance coverage below applies only when there is an IIXII in the box. Primary Insurance. The insurance provided to the Additional Insured shown above shall be primary insurance. Any insurance carried by the Additional Insured shall be noncontributory with respect to coverage provided to you. All other policy provisions apply. REVIEWED & APPROVED By RISK MANAGEMENT DIVISION AUG 02 2019 FRANCINE R. VILLAREAL