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HomeMy WebLinkAboutCHAMBERS GROUP, INC. (2)a,4 wry Or ,3unru Hnu -,� Clerk of the Council AGREEMENT TERMINATION FORM Please complete this form in its entirety when the attached agreement and all amendments (if any) are no longer in effect. Note: If your agreement is grant related, please ensure that all grant retention requirements have been satisfied prior to signing the termination form. Is the agreement(s) a permanent record? Yes No Return form to the Clerk of the Council Office (M-30). Call 647-1520 if you have any questions. The agreement with COTC Office Use Only City of Santa Ana JUN 2 3 W1 Clerk of the Council No. N-2019-050 was completed on, ig ,?-C% and final payment has been made. (List all amendments. Use space below if needed.) f Ck Department: Phone/Ext.: N-2019-050-01 Signature: Date: Revised. 10-1 B-16 JNTrURANC;E NOT ON FILE WORK "rviAY N T PROCEED CLERK OF COUNCIL DATEMAP 1 1 2019 3v A (D tid MM oP c THIS AGREEMENT is made and entered into this 19th day of February, 2019 by and between Chambers Group, Inc. ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing tinder the Constitution and laws of the State of California ("city"). N-2019-050 AGREEMENT TO PROVIDE ENVIRONMENTAL CONSULTANT SERVICES RECITALS A. The City previously entered into Agreement No. A-2013-007 with Consultant, dated January 7, 2013, for the provision of environmental consultant services. These services included the preparation of the Lincoln/Fairhaven Access Trail Addendum to the Santa Ana Second Main Track Project Final Environmental Impact Report. B. Agreement No. A-2013-007 has expired, and now the City wishes to enter into a new Agreement with Consultant to revise and update the above -referenced Addendum. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows; 1. SCOPE OF SERVICES Consultant shall perform the services that are described in Consultant's proposal that is attached as Exhibit A. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services under this Agreement, the rates and charges identified in Exhibit A. The total annual sum to be expended under the term of this Agreement, including any extension periods, shall not exceed $25,000. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. Page 1 of 8 3. TERM This Agreement shall commence on the date first written above and terminate on February 18, 2020, unless terminated earlier in accordance with Section 17, below. The term of this Agreement may be extended for a 1-year period upon a writing executed by the City Manager and City Attorney. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws'), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONSULTANT Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are.the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. ONVNERS14M OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or worris of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data!). Consultant shall require all subConsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subConsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. Page 2 of 8 7. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subConsultants, if any, to obtain and maintain insurance as described below: a, Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any, act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. n. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles, c. Worker's Compensation Insurance. In accordance with the California Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance, ,. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect, by Consultant, without thirty (30) days prior written notice to the City. Page 3 of 8 (iv) Consultant shall supply City with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination, Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) forpersonal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the operations of the Consultant or its subConsultants, agents, employees, or other persons acting on their behalf which relates to the services described in section I of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent requiredby Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. ?. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to Page 4 of 8 the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care, "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other tele,;:aphic commimication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714- 647-6956 Page 5 of 8 Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702 Fax 714-647-5635 To Consultant: Chambers Group, Inc. 9620 Chesapeake Drive, Suite 202 San Diego, CA 92123 Attn: Thomas Strand A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays shall be excluded, 14, EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Consultants retained by City. Page 6 of 8 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the Citys use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 18, NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed; relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement, Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 19. JURISDICTION -VENUE This Agreement has bccn cxccutcd and dclivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 20. PROI+ESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Page 7 of 8 Santa .Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 21. MI$CELLANFOUS PROVISIONS a, Each undersigned represents and warrants that Its signature heroin below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and. attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn, b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement, IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. A t'nlo. • o APPROVED AS TO FORM SONIA R. CARVALHO City Attorney .By, City Attorney FOR APPROVAL Agency CITY OF SANTA ANA STEVEN A. MENDOZA Acting City Manager Title: Q p 0 Page 8 of 8 Lincoln/Fairhaven Access Trail Addendum Project City of Santa Ana EXHIBIT A Gilbert Castillo City of Santa Ana Public Works Agency 20 Civic Center Plaza Santa Ana, CA 92701 February S, 2019 Subject: LINCOLN/FAIRHAVEN ACCESS TRAIL ADDENDUM TO THE SANTA ANA SECOND MAIN TRACK PROJECT FINAL ENVIRONMENTAL IMPACT REPORT Gilbert Castillo, Chambers Group is pleased to provide this scope and cost for revisions to the previously prepared Lincoln/Fairhaven Access Trail Addendum to the Santa Ana Second Main Track Project Final Environmental Impact Report (2013), At the request of the City of Santa Ana (City), we have provided a scope and cost for revisions to the previously prepared Addendum. Scope of Work Chambers Group can commence work on this project as soon as we receive written notice to proceed. We will accomplish the scope of work as described below. Task I: Revise Project Description As described in Section 1.0 of the Santa Ana Second Main Track Project Final Environmental Impact Report (2009), the Second Main Track project improved a 1.8-mile segment of the railroad owned by Orange County Transit Authority and operated by South Costa Regional Rail Authority. The Second Main Track project included improvements to stations and the existing track to improve operations for passenger and freight service. Revised Project Description (2013) The proposed project would construct a pedestrian/bicycle pathway consisting of decomposed granite along the west side of the existing railroad to restore pedestrian and bicycle access between Lincoln and Fairhaven avenues. Construction of the proposed project would include a connection point with the existing pedestrian/bicycle pathway on the east side of the railroad. This connection point would also consist of decomposed granite and would be located beneath the railroad bridge located at the northern end of the project site. The new pedestrian/blcycle pathway would also provide access to Santiago Park and the Santiago Creek Bike Trail located north of the project site. The new pedestrian/bicycle pathway would be separated from residents west of the project site by a privacy wall. The proposed project would replace the existing privacy wall that varies in height and design with a new 8-foot high privacy wall with a consistent design. The existing privacy wall is located on the properties of the residential units abutting the railroad. The City would obtain right of entry permits for demolition of the existing privacy wall and construction of the new privacy wall. The new pedestrian/bicycle pathway would be separated from the railroad by a welded wire mesh fence. The southern portion of the project site would provide passive recreation opportunities through the introduction of park benches, park entry signage, and a patterned concrete entrance walkway. Landscaping features such as poplar and sycamore trees, shallow -rooted trees, shrubs, and grass would be planted along the entire length of the project site. The proposed project would Include safety lighting. Further Revision (2019) CHAMBERS /pl` GROUP 63121 www_chambersgroupinc.com Lincoln/Fairhaven Access Trail Addendum Project City of Santa Ana GROUP The update to the Lincoln/Fairhaven Access Trail Addendum to the Santa Ana Second Main Track Project Final Environmental Impact Report (2013) will include the following revisions to the Project Description: • The City will not replace any walls along the residential side but will design the pathway to keep the existing walls to have a minimum 6-foot height clearance from the pathways finished surface up to the top of the existing walls. • The City will construct 6-foot tall welded wire mesh fence with vines along the pathways on both sides. Task 2: Draft Addendum Chambers Group will revise the previously prepared Lincoln/Fairhaven Access Trail Addendum to the Santa Ana Second Main Track Project Final Environmental Impact Report (2013). Revisions to the Addendum will include updates to the analysis, as necessary, to Incorporate the revised Project Description, Additionally, Chambers Group will revise the Addendum to include the updated Appendix G of the CECtA Guidelines. Updates to Appendix G include, but are not limited to, the addition of Energy and Wildfire as individual impact areas, major revisions to the transportation impact area, minor revisions to geology and soils, hydrology and water quality, biological resources, and cultural resources, and the movement of paleontological resources from cultural resources to geology and soils impact area. Task 3: Final Addendum Chambers Group will revise the Draft Addendum following receipt of one set of integrated comments on the Draft Addendum from the City. Per the direction of the City, if an addendum is deemed as the appropriate CEQA document, Chambers Group will prepare an Addendum Summary that highlights the proposed project components, brief discussion on impacts to resource areas, and proposed mitigation measures. Deliverables: One (1) electronic PDF copy of the Final Addendum; three (3) hard copies and one (1) CD containing an electronic PDF copy of the Final Addendum for City use if requested. Schedule Chambers Group will prepare a Draft Addendum for City review within three weeks of notice to proceed. Chambers Group will revise the Draft Addendum and produce a Final Addendum within two weeks of receipt of comments from the City. Cost Task 1: Revise Project Description $800.00 Task 2: Draft Addendum $2,600.00 Task 3: Final Addendum $1,600.00 Total $5,000.00 Authorization If the City of Santa Ana elects to use a purchase order or other document to commence the services or for billing or accounting purposes, Chambers Group will refer to such document by number in its correspondences, invoices, and work products; however, Chambers Group's Terms and Conditions will prevail over any such document, and only Chambers Group's Terms and Conditions shall apply with respect to the services, superseded by a definitively written contract when executed by the parties. pN/~ < A 2 = t CHAMBERS /p�` GROUP 631z1 www.CIIamhersyrOupinC.COm Lincoln/Fairhaven Access Trail Addendum Project City of Santa Ana VCHAMBERS GROUP This scope of work will be performed under Chambers Group's General Terms and Conditions. If this scope of work and cost meet with your satisfaction, please execute this letter and return it to Chambers Group as our authorization to begin work. The schedule and cost quoted herein are valid for 30 days. Thank you for the opportunity to provide this proposal, and we look forward to having the opportunity to continue working with you. Thomas Strand will be the Project Manager and Primary Point of Contact. If you have any questions or require additional information regarding this scope of work and cost estimate, please contact Thomas directly. His Information is as follows: Thomas Strand, Project Manager 9620 Chesapeake Drive, Suite 202 San Diego, CA 92123 858.541.2800 x7105 tstrand@chambersgroupinc.com Sincerely, Authorized By: CHAMBERS GROUP, INC. City of Santa Ana Corinne Lytle Bonine, PMP Managing Environmental Planner, Signature Senlor Project Manager Date CHAMBERS A-3 /lh� GROUP G3121 www.chambersGroupinc, cam CHAMB-4 OP ID: W2 .ACORO CERTIFICATE OF LIABILITY INSURANCE DATE (M4/20 03/0/209 19 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 have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements . PRODUCER 310-556-1900 Kaercher Campbell & Associates 600 Corporate Pointe, Ste 1010 Culver City, CA 90230 Wendi Carpenter CONTACT Gary Lutz NAME: PHONE o, Ext): 310-556-1900 FAx 310-556-4702 (A/ C, No): E-MAIL ADDRESS: _ INSURER(S) AFFORDING COVERAGE _ NAIC # _ INSURER A: Nautilus Insurance Company 17370 SURD 5 HuttFon Ce trepDr Inc. Ste 750 Santa Ana, CA 92707 INSURER B : Depositors Insurance Company 42587 Commerce & Indust 19410 INSURER C : Industry INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE DDL UBR 1. POLICY NUMBER POLICY EFF POLICY EXPLTR LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE FvriX OCCUR _ ECP202630310 06/01/2018 ! 06/01/2019 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED PREMISES a occurrence $ 100,000 MED EXP An one person)$ 10,000 X Pollution $2mil I XDeductible$2,500 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY [XI IT& LOC ! GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 I $ OTHER: B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident 1,000,000 $ BODILY INJURY Perperson) $ X ANY AUTO ACPBAPD3078827683 06/01/2018 06/01/2019 OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident 1 $ X HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE Per accident ! $ I A X UMBRELLA LIAB 1 X OCCUR EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10,000,000 EXCESS LIAB CLAIMS -MADE FFX2026322-10 06/01/2018 06/01/2019 DED RETENTION $ S C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) A NIA ! WC065257206 05/12/2018 05/12/2019 X PER OTH- STAT T ER E.L. EACH ACCIDENT 1,000,000 $ E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below ! E.L. DISEASE - POLICY LIMIT . $ 1,000,000 A Professional Error UVEDE104595117 06/01/2018 06/01/2019 Per Claim 1,000,000 & Omissions RETRO DATE-1/1/1978 I Aggregate 2,000,000 ! DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of Santa Ana, its officers employees, agencts and representatives are named additional insured as their interest may appear as respects the operation of the Named Insured. REVIEWED BY: EUNICE HEREDIA (PG OF ) City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: ECP202630310 COMMERCIAL GENERAL LIABILITY INSURED: CHAMBERS GROUP, INC. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - VENDORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) (Vendor): City of Santa Ana, its officers, agents and employees 20 Civic Center Plaza Santa Ana, CA 92701 (Information required to complete this Schedule, if not shown above, will be shown in the Declarations) A. Section II —Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) (referred to below as vendor) shown in the Schedule, but only with respect to "bodily injury" or "property damage" arising out of "your products" shown in the Schedule which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1. 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, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspections, 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 products; 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 other 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 Sub -paragraphs d. or f.; or (2) Such inspections, 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 products. 2. 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. CG 20 15 11 85 © ISO Properties, Inc., 2004 REVIEWED BY: EUNICE HEREDIA (PG201` ) ADDITIONAL INSURED ENDORSEMENT Insurance Company Nautilus Insurance Company This endorsement modifies such insurance as is offered by the provisions of Policy Number: ECP202630310 relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; 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 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective 06/01 /2018 , this endorsement form part of Policy# ECP202630310 Issued to (Name Insured) Chambers Group, Inc. Countersigned by REVIEWED BY:1/1 EUNICE HEREDIA (PG