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HomeMy WebLinkAboutJOHNSON AVIATION, INC. INSURANCE ON FILE WORK MAY PROCEED UNTIL INSUR,-1.N t E F4 ;.x IV-2025-275 CITY CLERK' DAFE. Y 18 2025 n:e&P,(d) CONSULTANT AGREEMENT FOR PLANNING AND TECHNICAL SERVICES FlanViveVtlla1ZpW(Dz) BETWEEN JOHNSON AVIATION,INC. AND CITY OF SANTA ANA THIS AGREEMENT is made and entered into on this 14th day of November, 2025, by and between Johnson Aviation, Inc. ("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 planning and technical services in support of airport land use compatibility consistency analysis. 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 consulting 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 during the term of this Agreement, 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 for City, the rates and charges identified in Compensation - Exhibit B. The total amount to be expended during the term of this Agreement shall not exceed thirty-nine thousand dollars $39,000,00. 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. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House(ACH)transfers. Consultant agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant's account(s) with financial institutions. Page 1 of 10 #2118839vl Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and will remain in effect until December 31, 2026, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant 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. 5. OWNERSHIP 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 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. 6. INSURANCE Insurance requirements are attached hereto as Exhibit C. 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents,employees, contractors,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 Page 2 of 10 #2118839v1 g i i negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section l 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 out of, pertain to, or relate to the negligence,recklessness,or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent,trademark, or copyright infringement,including costs,contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. 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. 10. 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 Page 3 of 10 #2118839vl 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. 11. CONFLICT OF INTEREST CLAUSE a. Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. b. No immediate family members of either the Mayor, City Council Member, or any appointed City Official, including appointed board and commission members, as defined under the City's Municipal Code, whose position with the City shall award or influence the award of this Agreement, or any competing contract or amendment thereof, shall be employed in any capacity by the Consultant or have any other direct or indirect financial benefit or interest in this Agreement. c. The section also prohibits the awarding of any agreement, contract, grant, or any amendment to those awards, to any former full-time employee for one-year from date of employee separation except for any CaIPERS retiree as authorized by City Council resolution d. The Consultant must comply with all conflict of interest laws, ordinances, and regulations now in effect or hereafter to be enacted during the term of this Agreement. The Consultant warrants that it is not now aware of any facts which conflict with the prohibitions defined above. If the Consultant hereafter becomes aware of any facts that might reasonably be expected to create a conflict of interest, it must immediately make full written disclosure of such facts to the City. Full written disclosure must include, but is not limited to, identification of all persons implicated and a complete description of all relevant circumstances. Failure to comply with the provisions of this paragraph will be a material breach of this Agreement. e. Consultant covenants that none of its directors, officers, employees, or agents shall participate in selecting or administrating any subcontract supported(in whole or in part) by City funds stemming from the Agreement where the awarding of the subcontract has any direct or indirect financial benefit or interest to any individual, as defined in subsections (b) and (c) above. 12. NON-DISCRIMINATION Consultant shall not discriminate because of race,color,creed,religion,sex,marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic Page 4 of 10 42118839vl I I information, or military and veteran status, age,national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion,termination or other employment related activities or any services provided 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. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terns 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 is not embodied herein, 14. 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. 15. 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(s) 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. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or Page 5 of 10 42118839vl 4 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. 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. 18. 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. 19. 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: City Clerk City of Santa Ana 20 Civic Center Plaza(M-30) P.O.BOX 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Executive Director,Planning and Building Agency City of Santa Ana 20 Civic Center Plaza(M-20) P.O. Box 1988 Santa Ana, California 92702 PBAAdmin@santa-ana.org Page 6 of 10 #2118839vl To Consultant: Nick Johnson Johnson Aviation, Inc. 30141 Agoura Road, Suite 104 Agoura Hills, CA 91301 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 time frames, weekends, federal, state, County or City holidays shall be excluded. 20. 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. ATTEST: CITY O SA7 ANA AAA Jennifer all Alvaro Nunez City Cle City Manager APPROVED AS TO FORM: SONIA R. CARVALHO CONSULTANT: City Attorney �_P LVA By: (__l -�- o Melissa M. Crosthwaite Nick Johnson Senior Assistant City Attorney Johnson Aviation, Inc. Page 7 of 10 #2118839v1 RECOMMENDED FOR APPROVAL: Ali Pezeshlcpour Executive Director Planning and Building Agency Page 8 of 10 #2118839v1 i EXHIBIT A SCOPE OF SERVICES #2118839v1 EXHIBIT A JOHNSON AVIATION CONSULTING Nick Johnson 30141 Agoura Road,Suite 104 Agoura Hills, CA 91301 818.606.3560 nick jacair.com October 30, 2025 Siri Champion Senior Planner, Planning Division City of Santa Ana I Planning and Building Agency(M-20) 20 Civic Center Plaza I P.O Box 1988 Santa Ana, CA 92702 SChampion@santa-ana.org Subject: City of Santa Ana Zoning Code and General Plan Update—ALUC Support Dear Ms. Champion: Thankyou forthe opportunityto provideyou with this proposal for airport land use compatibility planning services in support of the City of Santa Ana's Comprehensive Zoning Code Update. We are available to assist the City of Santa ("Client" and "City")team with the planning necessary to support the consistency review by the Orange County Airport Land Use Commission (ALUC) and subsequent action by the City related to potential ALUC determinations of inconsistency with the Airport Environs Land Use Plan (AELUP) for John Wayne Airport ("JWA") area of influence ("Project"). The Project involves a comprehensive update to the City's Zoning Code, which will implement the City's General Plan adopted in 2022.The 2022 General Plan Update that was submitted to the ALUC was found inconsistent with the AELUP and the City subsequently overruled the ALUC's determination. The City anticipates that the proposed Zoning Code Update and associated General Plan cleanup will also be found inconsistent with the AELUP. In anticipation of a potential inconsistent determination, the City seeks to be prepared for the next steps and is seeking subject matter expert support. The following is a scope of work that would be expected and covered by this agreement: 1. Project Coordination - Coordinate with the City staff and Project planning team to review and discuss the planning process and ALUC interaction on the Comprehensive Zoning Code Update referral to the ALUC and related General Plan Update documents. 2. Literature Review — Review the 2022 General Plan Update documents, Comprehensive Zoning Code Update referral to the ALUC, and other literature associated with the Project as deemed necessary. 3. ALUC Hearing—Attend the ALUC Hearing on the Project scheduled for November 20, 2025 (this hearing date may be subject to change). Be available to testify at the hearing as required and directed by City staff and Project team. 4. Initial Findings of Fact— If the ALUC finds the Project inconsistent with the AELUP, draft initial findings of fact to accompany a staff report and resolution supporting the City's intent to 30141 AGOLIRA ROAD,SUITE 104 1 AGOLIRA HILLS, CALIFORNIA 1 91301 JACAIRCOII City of Santa Ana- (JA No. 2025-10-21) City of Santa Ana Zoning Code and General Plan Update—ALUC Support October 30, 2025 Page 2 of 3 overrule the ALUC inconsistency determination (Task completion by 10 am on November 24, 2025). 5. Rebuttal Comments—Draft rebuttals to any ALUC,John Wayne Airport and Caltrans Aeronautics comments received in response to a notice of intent to overrule by the City Council should they adopt a resolution to do so. Rebuttal may be in the form of comments to be incorporated into the staff report and resolution or may be in the form of a technical response letter. 6. Revised Findings of Fact — Prepare revised findings of fact, as necessary, to accompany a staff report and resolution for the City's hearing to overrule a potential ALUC determination of inconsistency. Revised findings may be required to address additional issues raised in comments from ALUC,John Wayne Airport and Caltrans Aeronautics. We are available to begin this assignment immediately and work with your team to meet the Project schedule to deliver report materials timely. These services will be undertaken on a time and materials basis. The budget for this Project is not to exceed $39,000. If Additional Services are requested, compensation for time and materials tasks would be scoped and budgeted at the then current Johnson Aviation hourly rates (See Exhibit A), plus expenses, at cost. Request for payment for services under this agreement would be invoiced monthly. Client agrees to pay invoices promptly within 30 days of receipt. I look forward to discussing this proposal with you and supporting your airport land use compatibility and zoning update efforts. Sincerely, Nick Johnson Johnson Aviation, Inc. Client Acceptance of Engagement Name: Signature: Date: 30141 .AGOURA ROAD.St HTE 104 i AGOLIRA FALLS, CALIFORNIA i 91301 JACAIR.COM EXHIBIT B COMPENSATION Fee Proposal including hourly rates if applicable #2118839v1 EXHIBIT B City of Santa Ana- (1A No. 2025-10-21) City of Santa Ana Zoning Code and General Alan Update—ALUC Support October 30, 2025 Page 3 of 3 Exhibit A Johnson Aviation, Inc. 2025 Hourly Rates (Effective January 1 through December 31,2025—Annual escalation @ 2.5%) Staff iRole Hourly Rate Nick Johnson Principal/Program Director $355.00 Dorota Skrzypek Airport Planning Specialist $260.00 Ray Bea Aviation Data Specialist $336.00 Anthony Johnson Aviation Technical Planner $150.00 Erica Thompson Administrative/Planning Support $130.00 Invoice Pavrnent Note: Johnson Aviation, Inc. fully supports clients' use of invoice payment processing services to reduce administrative costs and increase payment security. These services charge vendors a processing fee for enrollment in their platform. A convenience charge,at cost,will be applied to Johnson Aviation,Inc. invoices to cover the cost of these payment processing services. Alternatively,direct wire transfers to Johnson Aviation, Inc.are available to all clients at no additional cost as a service from our banking partner, Bank routing and account numbers are included on all invoices for clients'invoice payment convenience and security. 30141 AGOURA ROAD,SMITE 104 1 AGOURA HILLS, CALIFORNIA 191301 JACAIR.COM EXHIBIT C INSURANCE REQUIREMENTS Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require any subcontractors to obtain and maintain insurance as described below for the entire Term of this Agreement against claims for injuries to persons or damage to property which may arise from or in connection with services, products and materials supplied to City. Total cost of such insurance shall be borne by Consultant. MINIMUM SCOPE AND LIMIT OF INSURANCE 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate. Required policy limits can be met with primary and umbrella/excess insurance policies. 2. Automobile Liability(AL): Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with limits no less than $1,000,000 combined single limits. In the event Consultant does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance,provided that such policy is endorsed for business use and provides coverage with a minimum limit of$1,000,000, Required policy limits can be met with primary and umbrella/excess insurance policies. 3. Workers' Compensation (WC): as required by the State of California,with Statutory Limits, and Employer's Liability insurance with limit of no less than $1,000,000 per accident, policy or employee, for bodily injury or disease. Coverage is not required if Consultant has no employees and signs request to waive such insurance. 4. Professional Liability(PL): with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 aggregate. If Consultant maintains broader coverage and/or higher limits than the minimum requirements for each line of coverage shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions The above required insurance policies are to contain or be endorsed to contain the following provisions: I. City, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Consultant's CGL and AL policies, with respect to any liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, equipment, and personnel furnished in connection with such work or operations. 2. Consultant's Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the #2118839vl terms of Consultant's CGL, AL, and WC policies which arise from work performed by Consultant under this Agreement. 3. For any claims related to this contract, Consultant's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. 4. A severability of interest provision must apply for all the additional insureds, ensuring that Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. 5. Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non-renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10)days prior written notice shall be provided to City for policy cancellation or non-renewal due to non- payment of premium. 6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: (Name of Department Staff Responsible for Agreement), Address of Department Responsible for Agreement, M-XX, Santa Ana, CA 92701. The name and location of project must be included in the Description of Operations section of each certificate. Self-Insured Retentions Self-insured retentions must be declared to and approved by the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the State of California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to City. Verification of Coverage Consultant shall furnish. City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL,policy listing all policy endorsements before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Consultant's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. #2118839v1 Page 1 of 2 ,a ��zo� CERTIFICATE aF LIABILITY INSURANCE DATE(MM) Yy 11/17/20252025 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 endorsement(s). PRODUCER - CONTACT WTW Certificate Center NAME: Willis Towers Watson Midwest, Inc. PHONE g_877_999_7978 FAX 1-886-467-2378 c/o 26 Century Blvd C N AfC No): P.O. Box 305191 E-MAADDRESS: certificates@wtwco.com Nashville, TN 372305191 USA INSURERS AFFORDING COVERAGE NAIL# INSURER A: Travelers Property Casualty Company of Ame 25674 INSURED INSURER B: Hanover Insurance Company 22292 Johnson Aviation, Inc. 30141 Agoura Road INSURER C: Suite 104 INSURER Q Agoura Hills, CA 91301 INSURER E _ INSURER F: COVERAGES CERTIFICATE NUMBER:W41831380 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 POLICILS DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCEINSD WVDPOLICY NUMBER MMIDryYYYJ fM"IDDIYYY)O LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 DAMAGE TO RENTED 30p,000 CLAIMS-MADE OCCUR PREMISES Ea occurrence A y y MED EXP(Anyone person) $ 5,000 6802JS24214 07/07/2025 07/07/2026 PERSONAL&ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ 4,000,00C POLICY� PRO ❑ LOC 4,000,DCC JECT PRODUCTS $ OTHER: AUTOMOBILE LIABILITY Ea aBI EDtSINGLE LIMIT S 2,000,000 ANY AUTO BODILY INJURY(Per person) $ A OWNED SCHEDULED y y 6802JB24214 07/07/2025 07/07/2026 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY per accident $ UMBRELLA LIAR OCCUR EACH OCCURRENCE g EXCESS LIAR CLAIMS-MADE AGGREGATE 5 DED RETENTION$ 5 WORKERS COMPENSATION X STATUTE ERH AND EMPLOYERS'LIABILITY Y I N A ANYPROPRIETORIPARTNERIEXECUTIVE 1,000,000 E.L.EACH ACCIDENT $ OFFICERIMEMBEREXCWDFD7 N1A y UBB4987066 07/07/2025 07/07/2026 (Mandatory in NH)If yes,describe under E.L.DISEASE-EA EMPLOYEE $ 1,000,000 DESCRIPTION OF OPERATIONS below EL_DISEASE-POLICY LIMIT $ 1,000,000 B Professional Liability y LHC M077884 00 07/14/2025 07/14/2026 Per Claim $2,000,000 Aggregate $2,000,000 DESCRIPTION OF OPERATIONS f LOCATIONS f VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) This Voids and Replaces Previously Issued Certificate Dated 11/12/2025 WITH ID: W41751321. Re: Consulting services for the City of Santa Ana. The City of Santa Ana, its City Council, officers, officials, employees, agents, and volunteers are included as Additional Insureds as respects to General Liability and Auto Liability. CERTIFICATE HOLDER APPROVED FANCIELLATION By Tu Tran Nguyen of 2:34 pm, Nov 97,202LD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE EXPIRATION DATE THEREOF, NOTICE WILL BE ❑ELIVERED IN RDANCE WITH THE POLICY PROVISIONS. T T Digiyne d City of Santa Ana I U 1 ran hyTtall uTranslg Nguyen AUTHORIZED REPRESENTATIVE Planning and Building Agency Ngu1/ewate:=5.T1.T7 20 Civic Center Plaza 7T 14:35:13-08°oa' Santa Ana, CA 92702 /a aeI&I-i O 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD SR TD: 28876731 13ATCH: 4210114 AGENCY CUSTOMER ID: _ LOC#: ACCO EP ADDITIONAL REMARKS SCHEDULE page 2 of 2 AGENCY NAMEDINSURED Willis Towers Watson Midwest, Inc. Johnson Aviation, Ina. 30141 Agoura Road POLICY NUMBER Suite 104 See Page 1 Agoura Hills, CA 91301 CARRIER NAIC CODE See Page 1 Sae Page 1 EFFECTIVE DATE: See Page 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE' Certificate of Liability Insurance General Liability and Auto Liability policies shall be Primary and Non-contributory with any other insurance in force for or which may be purchased by Additional Insureds. Waiver of Subrogation applies in favor of Additional Insureds with respects to General Liability, Auto Liability, Professional Liability and Workers Compensation as permitted by law, ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SR. ID: 28876731 BATCH, 4210114 CERT: W41831380 Policy Number 680-2J824214 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION ll - WHO IS its of insurance described in Section Ill - Lim- AN INSURED: its Of Insurance. Any person or organization that you agree in a h. This insurance does not apply to "bodily inju- "written contract requiring insurance"to include as ry" or "property damage" caused by "your an additional insured on this Coverage Part, but: work" and included in the "products- a. Only with respect to liability for "bodily injury", 11 completed operations hazard" unless the "property damage"or"personal injury"; and written contract requiring insurance" specifi- cally requires you to provide such coverage b. If, and only to the extent that, the injury or for that additional insured,.and then the insur- damage is caused by acts or omissions of ance provided to the additional insured ap- you or your subcontractor in the performance plies only to such "bodily injury" or "property of "your work" to which the "written contract damage"that occurs before the end of the pe- requiring insurance" applies, or in connection riod of time for which the "written contract re- with premises owned by or rented to you. quiring insurance" requires you to provide The person or organization does not qualify as an such coverage or the end of the policy period, additional insured: whichever is earlier. c. With respect to the independent acts or orris- 2. The following is added to Paragraph 4.a. of SEC- 710N IV - COMMERCIAL GENERAL LIABILITY sions of such person or organization; or CONDITIONS: d. For"bodily injury", "property damage" or"per- The insurance provided to the additional insured sonal injury"for which such person or organi- is excess over any valid and collectible other in- zation has assumed liability in a contract or surance, whether primary, excess, contingent or agreement. on any other basis, that is available to the addi- The insurance provided to such additional insured tional insured for a loss we cover. However, if you is limited as follows: specifically agree in the "written contract requiring e. This insurance does not apply on any basis to insurance" that this insurance provided to the ad- any person or organization for which cover- ditional insured under this Coverage Part must age as an additional insured specifically is apply on a primary basis or a primary and non- added by another endorsement to this Cover- contributory basis, this insurance is primary to age Part. other insurance available to the additional insured f. This insurance does not apply to the render- which covers that person or organizations as a ing of or failure to render any "professional named insured for such loss, and we will not services". share with the other insurance, provided that: g. In the event that the Limits of Insurance of the (1) The "bodily injury" or "property damage" for Coverage Part shown in the Declarations ex- which coverage is sought occurs; and ceed the limits of liability required by the "writ- (2) The "personal injury" for which coverage is ten contract requiring insurance", the insur- sought arises out of an offense committed; ance provided to the additional insured shall after you have signed that"written contract requir- be limited to the limits of liability required by ing insurance". But this insurance provided to the that "written contract requiring insurance". additional insured still is excess over valid and This endorsement does not increase the lim- collectible other insurance, whether primary, ex- cess, contingent or on any other basis, that is CG D3 81 09 15 ©2015 The Travelers Indemnity Company.All rights reserved. Page 1 of 2 Includes the copyrighted material of insurance Services Office, Inc.,with its permission COMMERCIAL GENERAL LIABILITY available to the additional insured when that per- fore, and in effect when, the "bodily injury" or son or organization is an additional insured under "property damage" occurs, or the "personal injury" any other insurance, offense is committed. 3. The following is added to Paragraph 8., Transfer 4. The following definition is added to the DEFINI- Of Rights Of Recovery Against Others To Us, TIONS Section: of SECTION IV - COMMERCIAL GENERAL LI- "Written contract requiring insurance" means that ABILITY CONDITIONS: part of any written contract under which you are We waive any right of recovery we may have required to include a person or organization as an against any person or organization because of additional insured on this Coverage Part, provid- payments we make for "bodily injury", "property ed that the "bodily injury" and "property damage" damage" or "personal injury" arising out of "your occurs and the "personal injury" is caused by an work" performed by you, or on your behalf, done offense committed: under a "written contract requiring insurance" with a. After you have signed that written contract; that person or organization. We waive this right b. While that part of the written contract is in ef- only where you have agreed to do so as part of the "written contract requiring insurance" with fect; and such person or organization signed by you be- c. Before the end of the policy period. Page 2 of 2 O 2015 The Travelers Indemnity Company.All rights reserved. CG D3 81 09 15 Includes the copyrighted material of Insurance Services Office, Inc.,with its permission I ��/�►/C��p��k WORKERS COMPENSATION /� V 1S AND ONE TOWER SQUARE EMPLOYERS LIABILITY POLICY HARTFORD CT 06183 ENDORSEMENT WC 99 03 76 ( A) - 001 POLICY NUMBER: UB-B4987066-25-47-0 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA (BLANKET WAIVER) We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. The additional premium for this endorsement shall be 2.00 % of the California workers' compensation pre- mium. Schedule Person or Organization Job Description ANY PERSON OR ORGANIZATION FOR ENGINEERS WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Endorsement No. Insured Premium Insurance Company Countersigned by - DATE OF ISSUE: 11-14-25 ST ASSIGN: Page 1 of 1 i