HomeMy WebLinkAboutPROACTIVE CONSULTING GROUP, LLC.o6URANCE ON FILE N-2020-176
o WORK MAY PROCEED
cli UNTIL INSURANCE EXPIRES
cli
t� a�
CLERK OF COUNCIL
c�a DATE:
AGREEMENT TO PROVIDE ENVIRONMENTAL
O UA 1\� ,�� , COMPLIANCE MANAGEMENT SERVICES
THIS AGREEMENT is made and entered into this 15th day of October, 2020 by and between ProActive
Consulting Group, LLC., ("Consultant'), and the City of Santa Ana, a charter city and municipal
corporation organized and existing under the Constitution and laws of the State of California ("City").
RECITALS
A. The City desires to retain a Consultant having special skill and knowledge in the field of
Environmental Compliance Management Services for the Public Works Agency Water
Resources Division.
B. Consultant represents that Consultant is able and willing to provide such services to the
City.
C. In undertaking the performance of this Agreement, Consultant represents that it is
knowledgeable in its field and that any services performed by Consultant under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional 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:
SCOPE OF SERVICES
Consultant shall perform the tasks and obligations including all labor, materials, tools, equipment,
and incidental customary work required to fully and adequately complete the services described and set
forth in Scope of Services — Exhibit A, attached hereto and incorporated by reference.
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 sum to be expended
under the term of this Agreement, including any extension period, shall not exceed
$50,000.
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.
3. TERM
This Agreement shall commence on the date first written above and terminate on October 14, 2021,
unless terminated earlier in accordance with Section 17, below. The term of this Agreement may be
Page 1 of 8
extended for one 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 CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an independent
contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to
create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise
discretion or control over the professional manner in which Consultant performs the services which are
the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided
in a manner consistent with all applicable standards and regulations governing such services. Consultant
shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar
taxes relating to employees and shall be responsible for all applicable withholding taxes.
6. OWNERSHIP Or 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 works 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 subcontractors to agree in
writing that City is granted a non-exclusive and perpetual license for any Documents & Data the
subcontractor 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.
7. INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall maintain and
shall require its subcontractors, if any, to obtain and maintain insurance as described below:
a. Commercial General Liability Insurance. Consultant shall maintain commercial general
Page 2 of 8
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.
b. Business automobile liability insurance, or equivalent form, with a combined single limit
of not less than $1,000,000 per occurrence. Such insurance shall include coverage for
owned, hired and non -owned automobiles.
C. Workers' Compensation Insurance. In accordance with the California Labor Code,
Consultant, if Consultant has any employees, is required to be insured against liability for
workers' 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.
C. 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,
(iv) Consultant shall supply City with a fully executed additional insured endorsement.
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.
Page 3 of 8
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) for personal 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 negligent operations
of the Consultant or its subcontractors, agents, employees, or other persons acting on their behalf which
relates to the services described in section 1 of this Agreement; and (2) from any claim that personal
injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms
of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all
claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have
been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects,
arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs
for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding
any action by a third party challenging the validity of this Agreement, or asserting that personal injury,
damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises
by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions
with respect to its representation in any legal proceeding. 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 required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of the Consultant.
9. 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 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
Page 4 of 8
disclose such information except in the performance of this Agreement, and further agrees to exercise the
same degree of care it uses to protect its own information of like importance, but in no event less than
reasonable care. "Confidential Information' shall include all nonpublic information. Confidential
information includes not only written information, but also information transferred orally, visually,
electronically, or by other means. Confidential information disclosed to either party by any subsidiary
and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and
nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources;
(b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful
possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by
operation of law; or (e) is independently developed by the Consultant without reference to information
disclosed by the City.
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 telegraphic communication in the manner provided
in this Section, to the following persons:
To City: Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Executive Director
Public Works Agency
City of Santa Ana
20 Civic Center Plaza (M-21)
P.O. Box 1988
Santa Ana, CA 92702
To Consultant: ProActive Consulting Group, LLC
15235 Springdale Street
Huntington Beach, CA 92649
Attn: Patrick Tam
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
Page 5 of 8
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.
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
City's use thereof for such purposes as the City deems appropriate.
Page 6 of 8
N-2020-176
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 been executed and delivered in the State of California and the validity,
interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined
and governed by the laws of the State of California. Both parties further agree that Orange County,
California, shall be the venue for any action or proceeding that may be brought or arise out of, in
connection with or by reason of this Agreement.
20. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and
required by the laws and regulations of the United States, the State of California, the City of Santa Ana
and all other governmental agencies. Consultant shall notify the City immediately and in writing of its
inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability
shall be cause for termination of this Agreement.
21. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein 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.
Daisy Gomez —
Clerk of the Council
CITY OF SANTA ANA
Kristine Ridge
City Manager
Page 7 of 8
APPROVED AS TO FORM
SONIA R. CARVALHO
City Attorney
By: 714".
John M.Funk
Senior Assistant City Attorney
RECOMMENDED FOR APPROVAL
aa�G ��
Nabil Saba, P.E.
Executive Director
Public Works Agency
CONSUL
Name:
%QlG e �i9 uj
Title:
Title:` / ,�
Page 8 of 8
EXHIBIT A
Consulting Group
Environmental Compliance Management Services
(Proposal No. 2020.5227)
Proposal for
City of Santa Ana
Public Works Agency
Water Resources Division
200 S. Daisy Avenue (M-85)
Santa Ana, A 92708
From
ProActive Consulting Group, LLC.
15235 Springdale Street
Huntington Beach, CA 92649
September 15, 2020
15235 Springdale Street, Huntington Beach, CA 92649
Tel: (714) 893-7900 ♦ Fax: (714) 893-7955 4 email: info@proehs.com
A. Environmental Compliance Management Services - Scope of Work
The purpose of these consulting services is to provide environmental regulatory compliance
services such as South Coast Air Quality Management District (SCAQMD) permit
applications preparation, digital record -keeping for compliance purposes, report and
compliance plan preparation, emission control technology evaluation, hazardous materials
chemical inventory reporting, and other environmental related functions that are relevant to the
City of Santa Ana for its effort to comply with the federal, state and local environmental rules
and regulations.
The regulatory enactment and amendment process is dynamic. It is not feasible to forecast all of
the necessary tasks in advance. Hence, this proposal is meant to provide compliance
assistance on an as needed basis.
Based on the most recent meeting, at the present time the foreseeable compliance needs for
the City of Santa Ana are primarily from the SCAQMD and the local Fire Department/
CUPA. However, ProActive can also provide other environmental compliance consulting
services for other applicable agencies such as EPA, California Air Resources Board, State
Water Resources Control Board, and Orange County Sanitation District when the needs arise.
B. Professional Fees
As a reference, following are the typical costs for completion of compliance activities that
maybe relevant to the City of Santa Ana. Due to the City has maintained numerous facilities
with different level of complexity, the cost is the best estimate. Nonetheless, the City will be
notified prior to the commencement of any tasks in the event of deviations from the cost listed
below.
SCAQMD Permitting
Permit Application Submittal Package Development & Liaison for Approval - $2,500 per unit
Federal EPA (if applicable)
Spill Prevention Control & Counter-measure Plan (if P.E. certification is required) - $3,000
Spill Prevention Control & Counter-measure Plan (if P.E. certification is not required) - $2,500
Fire Department (CUPA)
Hazardous Materials Contingency Business Plan - $2,500 per site
For other compliance activities, the hourly rate of a senior consultant is $175 per hour.
For budgetary purpose, the Client may want to allocate $10,000 annually for environmental
compliance services. Client will only be invoiced on as needed basis, based on the specific
project.
Proposal No.: P2020.5227 Page 2 of 2
r2bbly Vgncl by Fandnea
Francine R. Villareal vm.,Nl
A— W20,10.14 n:xe 33 LTdy
ACORO® CERTIFICATE OF LIABILITY INSURANCE
I`/
DATE(MMIDDmyY)
09/15/2020
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(fes) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER
CONTACT Tina Cowie
NAME:
Cornerstone Specially Insurance Services, Inc.
PHONE (714) 731-7700 FAX (714) 731-7750
A/C No Ex : A/C, No):
14252 Culver Drive, A299
E-MAIL tina@comemtonespecialty.com
ADDRESS:
INSURER(S) AFFORDING COVERAGE
NAICa
INSURERA: Continental Casualty Company
20443
Irvine CA 92604
INSURED
INSURERS: American Cas.Co. of Reading PA
20427
PROACTIVE CONSULTING GROUP, LLC
INSURER C :
15235 Springdale St.
INSURER D:
NSURER E
Huntington Beach CA 92649
INBURER F
COVERAGES CERTIFICATE NUMBER: 2020/2021 COVERAGES REVISION 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 CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAYBE 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
INSD
SUBR
WVD
POLICY NUMBER
POLICY EFF
MMIDDIYYYY
POLICY EXP
MMmO/YYYY
LIMITS
X
COMMERCIAL GENERAL LIABILITY
CLAIMS -MADE FX1 OCCUR
EACH OCCURRENCE
$ 2,000,000
PREMISES Ea otturtence
$ 300,000
X
MED EXP(Any mm person
$ 10,000
ADDT'L INSURED I P & NC
X
BLNKTWVROFSUBRO
PERSONAL &ADV INJURY
$ 2,000,000
A
Y
Y
2084330890
06/01/2020
06/01/2021
GEN'L AGGREGATE LIMIT APPLIES PER
POLICY X PROJECT LOG
GENERALAGGREGATE
$ 4,000,000
PRODUCTS - COMPIOP AGG
$ 4,000,000
$
OTHER:
AUTOMOBILE
LIABILITY
COMBINED SINGLE LIMIT
Ea accident
$ 1,000,000
BODILY INJURY (Per person)
$
ANYAUTO
A
OWNED SCHEDULED
AUTOS ONLY AUTOS
Y
Y
2084330890
06/01/2020
06/01/2021
BODILY INJURY (Per accident)
$
XHIRED
NON -OWNED
AUTOS ONLY IX AUTOSONLY
PROPERTY DAMAGE
fPer accident
$
UMBRELLA LIAB
OCCUR
EACH OCCURRENCE
$
AGGREGATE
$
EXCESS LIAB
CLAIMS -MADE
DEC
I I RETENTION $
$
B
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITYYIN
ANY PROPRIETOR/PARTNER/EXECUTWE fl
OFFICERIMEMBER EXCLUDED'/
(Mandatory In NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
NIA
Y
4024152345
06/01/2020
06101/202,
PER OTH-
X STATUTE ER
E.L. EACH ACCIDENT
$ 1,000,000
E.L. DISEASE - EA EMPLOYEE
$ 11000,000
E.L. DISEASE - POLICY LIMIT
$ 1,000,000
A
Professional Liability
Claims Made
EEH288355962
07/28/2020
07128/2021
Each Claim
AnnualA re
Aggregate
9
$1,000,000
$2,000,000
DESCRIPTION OF OPERATIONS LOCATIONS VEHICLES (ACORD 101. Additional Remarks Schedule, may be attached if more space is required)
RE: Environmental Compliance Consulting Services
City of Santa Ana, its officers, employees, agents, volunteers and representatives are Additional Insured for General &Auto Liability but only if required by
written contract with the Named Insured prior to an occurrence and as per attached endorsement. Such insurance as is afforded by this policy shall be
primary, and any insurance carried by City shall be excess and noncontributory. Coverage is subject to all policy terms and conditions. *30 days notice of
cancellation, except for 10 days notice for non-payment of premium. For Professional Liability coverage, the aggregate limit is the total insurance available
for all covered claims reported within the policy period.
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS.
Risk Mgmt. Division, 4th Floor
20 Civic Center Plaza AUTHORIZED REPRESENTATIVE
Santa Ana CA 92702 Risk Man%mcad Dhidan
RENE\VEO & APPROVED Sr
01988-2015 ACORD I i!AIW:
ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD -�—' Risk Management Analyst
CHA
INSURED: Proactive Consulting Group,LLC
POLICY NUMBER: 2084330890
POLICY PERIOD: 6/1/2020-6/1/2021
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
BLANKET ADDITIONAL INSURED WITH PRODUCTS -COMPLETED
OPERATIONS COVERAGE AND BLANKET WAIVER OF
SUBROGATION / AGGREGATE LIMIT (PER PROJECT)
This endorsement modifies insurance provided under the following:
BLISINESSOWNERS LIABILITY COVERAGE FORM
BLISINESSOWNERS COMMON POLICY CONDITIONS
1. Blanket Additional Insured with Products -Completed Operations Coverage and Blanket Waiver of
Subrogation
A. Who Is An Insured is amended to include as an insured, any person or organization whom you are required
to add as an additional insured on this policy under a written contract or written agreement, but the written
contract or written agreement must be:
1. Currently in effect or becoming effective during the term of this policy; and
2. Executed prior to the:
a. "Bodily injury" or "property damage'; or
b. Offense that caused the "personal and advertising injury;"
for which the additional insured seeks coverage.
B. The insurance provided to the additional insured is limited as follows:
1. That person or organization is an additional insured only with respect to such person or organization's
liability for:
a. "Bodily injury", "property damage" or "personal and advertising injury to the extent caused by:
(1) Your acts or omissions; or
(2) Acts or omissions of those acting on your behalf;
in the performance of your ongoing operations specified in the written contract; or
b. "Bodily injury" or "property damage" to the extent caused by "your work" specified in the written
contract or written agreement and included in the "products -completed operations hazard", but only
if:
(1) The written contract or written agreement requires you to provide the additional insured such
coverage; and
(2) This Coverage Part provides such coverage.
2. The Limits of Insurance applicable to the additional insured are those specified in the written contract or
written agreement or in the Declarations of this policy, whichever is less. These limits of Insurance are
inclusive of, and not in addition to, the Limits of Insurance shown in the Declarations.
3. The insurance provided to the additional insured does not apply to "bodily injury," "property damage,"
"personal and advertising injury" arising out of an architect's, engineer's, or surveyors rendering of or
failure to render any professional services, including:
SB300176D17 (6-16)
Page 1 of 3
Copyright, CNA All Rights Reserved.
ram.
/rRenEwm 6 pAPPR�o�V�®r B
r�idl.GyK V:.ui✓ta
Rnk Management Malysl
CNA
a. The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports,
surveys, field orders, change orders or drawings and specifications by any architect, engineer or
surveyor performing services on a project of which you serve as a construction manager; or
b. Inspection, supervision, quality control, engineering or architectural services done by you on a
project of which you serve as construction manager.
4. This insurance provided to the additional insured does not apply to "bodily injury," "property damage," or
"personal and advertising injury" arising out of construction or demolition work while you are acting as a
construction or demolition contractor.
C. With respect only to the insurance provided by this endorsement, the condition entitled Other Insurance of
the BUSINESSOWNERS COMMON POLICY CONDITIONS is amended to delete paragraphs 2. and 3., and
replace them with the following:
2. This insurance is excess over any other insurance available to the additional insured, whether primary,
excess, contingent or on any other basis. But if required by the written contract or written agreement, this
insurance will be primary and noncontributory relative to insurance on which the additional insured is a
Named Insured.
3. When this insurance is excess, we will have no duty under Business Liability insurance to defend the
additional insured against any "suit" if any other insurer has a duty to defend the additional insured
against that "suit" if no other insurer defends, we will undertake to do so, but we will be entitled to the
additional 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:
(a) The total amount that all such other insurance would pay for the loss in the absence of this
insurance; and
(b) 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 Insurance shown
in the Declarations of this Coverage Part.
D. Additional Insured — Extended Coverage
When an additional insured is added by this or any other endorsement attached to this Coverage Part, Who
Is An Insured is amended to make the following natural persons insureds.
If the additional insured is:
a. An individual, then his or her spouse is an insured;
b. A partnership or joint venture, then its partners, members and their spouses are insureds;
c. A limited liability company, then its members and managers are insureds; or
d. An organization other than a partnership, joint venture or limited liability company, then its executive
officers, directors and shareholders are additional insureds;
but only with respect to locations and operations covered by the additional insured endorsement's provisions,
and only with respect to their respective roles within their organizations.
Please see the Estates, Legal Representatives and Spouses provision of this endorsement for additional
coverage and restrictions applicable to spouses of natural person insureds.
E. Blanket Waiver of Subrogation
The condition entitled Transfer of Rights of Recovery Against Others To Us of the BUSINESSOWNERS
COMMON POLICY CONDITIONS is amended to delete paragraph 2. and replace it with the following:
2. We waive any right of recovery we may have against any person or organization against whom you have
agreed to waive such right of recovery in a written contract or agreement because of payments we make
SB300176D17 (6-16)
Page 2 of 3
I , � RFnenta 6 MVRav®av:
Copyright, CNA All Rights Reserved. ' Risk Manrgem nt AnaWt
CNA
for injury or damage arising out of your ongoing operations or "your work" done under a contract with that
person or organization and included within the "products -completed operations hazard."
2. Amendment- Aggregate Limits of Insurance (Per Project)
A. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under
Coverage A.1., and for all medical expenses caused by accidents under Coverage A.2., which can be
attributed only to ongoing operations at a single construction project:
1. A separate Construction Project General Aggregate limit applies to each construction project. The
Construction Project General Aggregate limit is equal to the amount of the General Aggregate limit
shown in the Declarations.
2. The Construction Project General Aggregate limit is the most we will pay for the sum of all damages
payable under Coverage AA., except damages because of "bodily injury" or "property damage" included
in the "products -completed operations hazard," and for medical expenses payable under Coverage A.2.
regardless of the number of:
a. Insureds;
b. Claims made or "suits" brought; or
c. Persons or organizations making claims or bringing "suits.
3. Any payments made under Coverage A.1. for damages or under Coverage A.2. for medical expenses
shall reduce the Construction Project General Aggregate limit for the applicable construction project.
Such payments shall not reduce the General Aggregate limit shown in the Declarations nor shall they
reduce any Construction Project General Aggregate limit applicable to other construction projects.
4. The limits shown in the Declarations for Liability and Medical Expenses, Damage to Premises Rented to
You, and Medical Expenses continue to apply. However, instead of being subject to the General
Aggregate limit shown in the Declarations, such limits will be subject to the applicable Construction
Project General Aggregate limit.
B. All:
1. Damages because of "personal and advertising injury", regardless of the number of construction projects
involved;
2. Damages under Coverage A.1. which cannot be attributed solely to ongoing operations at a single
construction project, except damages because of "bodily injury" or "property damage" included in the
"products -completed operations hazard" and
3. Medical expenses under Coverage A.2. caused by accidents which cannot be attributed solely to
ongoing operations at a single construction project;
will reduce the General Aggregate Limit shown in the Declarations, and shall not reduce any Construction
Project General Aggregate Limit.
C. When coverage for liability arising out of the "products -completed operations hazard" is provided, any
payments for damages because of "bodily injury' or "property damage" included in the "products -completed
operations hazard" will reduce the Products/Completed Operations Aggregate limit, and not reduce the
General Aggregate limit nor any Construction Project General Aggregate limit.
D. If a construction project has been abandoned, delayed, or abandoned and then restarted, or if the authorized
contracting parties deviate from plans, blueprints, designs, specifications or timetables, the project will still be
deemed to be the same construction project.
E. The provisions of the Limits Of Insurance section not otherwise modified by this endorsement shall continue
to apply as stipulated.
All other terms and conditions of the Policy remain unchanged.
SB300176D17 (6-16)
Page 3 of 3
Copyright, CNA All Rights Reserved.
rtua msvmgmiaa unwon
i7x-.mvVm S APPROVE) BY.
Risk Management Analyst -.
INSURED: Proactive Consulting Group, LLC
CAfA
POLICY NUMBER: 4024152345 EXPIRATION
DATE: 6/1 /2021
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY
BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS
This endorsement changes the policy to which it is attached.
It is agreed that Part One — Workers' Compensation Insurance G. Recovery From Others
and Part Two — Employers' Liability Insurance H. Recovery From Others are amended by
adding the following:
We will not enforce our right to recover against persons or organizations. (This agreement
applies only to the extent that you perform work under a written contract that requires you to
obtain this agreement from us.)
Premium Charge - 5% of the total standard premium for California exposure.
R AM"rWd DMsIon
«' REmemm s APPRov® By.
Risk Manager nt Mahnt