Loading...
HomeMy WebLinkAboutPROACTIVE CONSUILTING GROUP, LLC - 2017City of Santa Ana Clerk of the Council l 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TERMINATION FORM Please complete this form in its entirety when the attached agreement and all amendments (if any) are no longer in effect.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. OCT 23 M S' 30 The agreement with FF-a At,Ttye (-0`1Sv4V-rW 6 C-Izoa L_t_<-- SANTA ANA Qf C.0l�NCll No. N - 2-C� 1-1' 035 was completed on f 1 3 IQJ and final payment has been made. (List all amendments. Use space below if needed.) Department: FWA Phone/Ext.: 3 3111 Signature: Date: I. o i y Y 11 U' Revised: 10-18-16 wURANGE ON FILE VV RK MAY PROCEED UNTIL INSURANCE EXPIRES L-LERK OF COUNCIL PATE, IOWA CONSULTANT AGREEMENT CITY OF SAN'TA ANA N-2017-055 0 .. yV HIS AGREEMENT is made and entered into this 4"' clay of April, 2017 by and between ProActive Consulting Group,1,LC ("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 to assess its diesel emergency generators for complianQe with rules and regulations promulgated by the South Coast Asir Quality Management District and the California Air Resources Board. B. Consultant represents that it is male 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 ender this Agreement will be performcd its compliance with such standards as may reasonably be expected from a professional consulting fin in the field. 'NOW THEREFORE, RE, in consideration of the m-utual and respective; promises, and subject to the terms and conditions hereinafter: set forth, the parties agree as follows: L SCOPE E F SERVICES Consultant shall perform these services described in Exhibit A to this .Agreement. a. City agrees to pay and Consultant agrees to accept as payment for its services the sum of $3,500. The total sure to be expended cinder this Agreement shall not exceed $5,000, This amount includes (1) the base fee of $3,500 and (2) a contingency of up to $1,500 for additional services to be performed by Consultant at the sole discretion of City. 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 that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City, 3. TERM This Agreeniont shall commence on the dato stated above and continue through April. 3, 2018, unless terminated earlier in accordance with Section 14. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire teirn of this Agreement, be construed to be an independent contractor and not aj:a. employce of the City. This Agreement is not intended nor shall it be construed try create an employer-w ployce 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 skull 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, . OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any grad all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other docurnertts 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. Docuraaents & 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 prarposes intended by this Agreement shall be at City's sole risk, e INSURANCE Prior to undertaking performance of work under this Agreement, Consultant sh�dl maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described belowe a. Commercial General Liability Insurance, Consultant shallmaintain commercial general liability insurance narraing, 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 fi•orn 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 and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. business a-atornobile 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, faired 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' coraapensation 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. (H) 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 canceled or reduced in coverage or changed iii any other material aspect without thirty (30) days prior written notice to the City, (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 fumish 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 terminate this Agreement. Stich termination shall. not affect Consultant's tight to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indem-nify the City -for any work perfon-ned prior to approval of insurance by the City, 7, INDEMNIFICATION Consithant agrees to and shal I indemnify, defend, 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 negligence or willful -misconduct of the Consultant or its, subcontractors, agents, employees, or other persons acting on their behalf which relates to the set -vices described in section 1 of this Agreement; and (2) from any claim that personal injury, darnages, 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 Agreerrient. 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. Consultant's indemnification obligations in this section shall survive expiration of this Agreeinent. Notwithstanding the foregoing, to the extent COW-Ultallt'S SerViCeS are subject to Civil Code Suction 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, Consultant shall keep records and invoices in connection with the work to be perfon-ned under this Agreement. Consultant shall maintain complete and accurate records with respect to the casts incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minim Lim period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant udder 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 doeuinents created pursuant to this Agree -nmit 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. 9. C(]NFIDENTIALITY If Consultant receives frorn the City informatiora which due to the nature of such information is reasonably understood to be confidential and/or prof6-,tary, 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 eases 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 nneans. Confidential intorniation disclosed to either party by =y subsidiary mid/or agent of the other party is covered by this Agreement. The foregoing, obligations of rion-use and nondi sclos Lire shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no firult of the Consultant disclosed in a publicly available source; (e) is in rightful possession of the Consultant 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 infonnati..on disclosed by the City. Oa CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with the performance of services spe-eified under this Agreement. Any notice, tender, demand, delivery, or other cornmuni cation pursuant to this Agreement shall be in. writing and shall be deenied 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 Executive Director City of Santa Ana Public Works Agency U Civic: Center Plaza (M-30) City of Santa Aria P.O. Box 1988 20 Civic Center Plaza Santa Ana, CA 92702-1.988 Saaita Aria, CA. 92702 Fax 714- 647-6956 4 To Consultant: ProActive, Consulting Group, LLC 15235 Springdale Street Huntington Beach, CA 92649 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, duty registered or certified, with postage prepaid, and addressed as set forth above. If sent by Fax, cornmuni cation 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, 12. EXCLUSIVITY AND AMENDMEINT This Agreement represents the complete and exclusive statement between the City -and Consultant regarding the sub, cct matter therein, 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 njay 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 purcliase 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 patty to this Agreement acknowledge's that 11.0 represtlitations, inducements, promises or agmements, orally or otherwise, have been. made by arty party, or anyone acting on behalf of any party, which are not embodied herein, 13e 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 assi&mment, 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 iibility to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City, 14, TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of ten-nination. In such. event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all service,,, perfori-red by Consultant prior to receipt of such -notice of terrnination, subject to the following conditiona: a. As a condition of such payment, City 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 untess prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b Payjncn.t need not be made for work that fails to rrwet the standard of performance specified in the Recitals of this Agrw-,menL 15® NONDISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as de -fined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any acti vities 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. I.G. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, perfonnanec, 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. 17. 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 governuientalagencies. Consultant shall notify the City immediately wAd in writing of its inability to obtain or maiatain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement, 1.81 MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective paxties to each of the terms of this Agreement, and shall indemnify City fully, including rmsonable costs and attomey's fees, for any ii1juries 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_ INWITNESS WHEREOF, the parties hereto have executed this Agreement, the date and year first above written. ATTEST, CITY OF SANTA ANA taria D, H-uizar Gerardo Mouct la L) 'ticrk of the Cot ger , crk of I Acting City Man -- Signatures continve on next page -- 6 SONIA R, CARVALI-10 City Attorney Byq� 4-.. - John �1. Funk Assistant City Attorney RECOMMENDED FOR A. PROVAU A96 red pousavi ur, Executive Dircotor Public Works Agency c. Namel � Title: 7 SCE. MD & CARBCOO Dliance Assessment for :Five & One (1) Portable Generators Proposal. ftn City of Santa Ana Public Works Agency Water Resources Division 200 S. Daisy Avema (M-85) Swim Ana, A 92708 From ProAdive Consulting Group, LLC. 1.5235 Springdale Street Huntington Beacb, CA 92649 March 31, 2017 M35 Springdale Street, Handuglon Beaoh, CA 92649 Tel: ('714) 893-7900 # Fax: (7J4) 89')-M5 + email: infb(�),,proobsxom A. SCAQMD & CAJIB Compliance Assessment for Six Diesel Emergency Generators at Various Lift/Pump Stations Because the City of Santa Ana has oporated. a number of emergency generators at various locations to support the critical service to the citizens, the Client recogni7es, the necessity to have an assessment of the generators' compliant status with the ever -changing SCAQNM rules and regulations for the emergency generators that are located at various reservoir / pump stations. The Client also operates a diesQ] portable generator which. is subject to the California Air Resources Boavd Airborne Toxic Control Measure and Portable Equipment Registration Program requirements, The CARB has various recordkeeping requirements and sunset dates that a portable generator operator must be aware of. As per the outcome of a meeting with the Client, ProActive recommends the assessment with the fbIlowing scope of work, 0 Assesses that the generators have adequate pern-litting coverage; Verifies the, perwits match up with the equipment nameplates and resolves disr-,ropancles; (I'lonfirms the gener�tors arQ operating in accordance with the conditions as stipulated on permits. Provides analysis to help improve and strearn recordkeeping requirements to det-nonstrate compliance with the operating permits. Assesses the portable generator against the current CARB program rQqUIr(;ITjOIIts. ,Specifically, the professional services provided by ProActive include the following: Advise the Client on the, most current SCAQMD regulatory development and how the changes may affect the permitting o F the in -use and new generators, Conduct a physical survey of each generator to rCCOD.Qile discrepancies with the permits. Review record: and other documents to determine the compliance status with specific operating, conditions on the permits for stationary generators and GARB registration Oil the portable generator. Review present recordkeeping practices and provide recomintmdations for further improvement or strcamHning, when applicable. Provide a .;uniniary of findings and reco.inmendat ions. The assessment will be preparcd by A 8CAQAID Certified Permitting Professional to help ensure quality and authority of the covered subject matten Propos,,41 No � P2017.3729 AC"R®P CERTIFICATE OF LIABILITY INSURANCE ATE (MMIDDNYYY) P4/4/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Tina Cowie NAME: Cornerstone Specialty Insurance Services, Inc. PHONE (714)731-7700 � N (714)731-7750 EMAIL tincornerstone s@conersones specialty. com ADDRESS: p y 14252 Culver Drive, A299 INSURERS AFFORDING COVERAGE NAIC # INSURERANatl Fire Ins. Co. of Hartford 20478 Irvine CA 92604 INSURED INSURER B American Cas . Co. of Reading PA 20427 INSURERC:Continental CasualtX CoLnpany 20443 PROACTIVE CONSULTING GROUP, LLC INSURER D 15235 Springdale St. INSURER E INSURER F : Huntington Beach CA 92649 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 LTR I TYPE OF INSURANCE ADOL SUBR POLICY NUMBER POLICY EFF MM D❑ POLICY EXP ! DIMY LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE � OCCUR EACH OCCURRENCE $ 2,000,000 DAMAGE TO RENTED PREMISES a occurr ce $ 300 000 X VIED EXP(Any one person) $ 10,000 ADDT' L INSURED/PRIMARY X 2084330890 6/1/2016 6/1/2017 X BLNKT WVR OF SUBRO PERSONAL & ADV INJURY $ 2,000,000 PER FORM #sB-300176-C GEN'L AGGREGATE LIMIT APPLIES PER: POLICY JPERO LOC GENERAL AGGREGATE $ 4,000,000 AS REQUzPMD BY WRITTEN CONTRACT PRODUCTS - COMPIOP AGG $ 4,000,000 $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ 1,000,000 BODILY INJURY (Per person) $ A X ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS NON-OWNED H[REDAUTpS EXAUTOS 2084330890 6/1/2016 6/1/2017 BODILY INJURY (Per accidert) $ PROPERTY DAMAGE Per accident $ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED I RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/ N ANY PROPRIETOMPARTNEWEXECUTIVE OFF[CFRlMEMBEB (Mandatory in NH) EXCLUtlEtl? If yes, descrihe under N )p` Y 4024152345 6/1/2016 6/1/2017 X PER �RH E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS below C PROFESSIONAL 14IABILITY ZEH288355962 7/28/2016 7/28/2017 EACH CLAIM $1,000,000 Claims Made ANNUALAGGREGATE $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS I 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 Liability but only if required by written contract with the Named Insured prior to an occurrence and as per attached endorsement. 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. CERTIFICATE HOLDER CANCELLATION rrosas@santa-ana.org SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Santa Ana THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Water Resources Division ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Rudy Rosas AUTHORIZED REPRESENTATIVE 220 S. Daisy Avenue (M-85) Santa Ana, CA Tina Cowie/AZNIEEG ACORD 25 (2014101) I N S025 (2w4n 9 i OO 1985-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD A74;1P 9y CNA INSURED: Proactive Consulting, LLC POLICY NUMBER: 2084330890 POLICY PERIOD: 6/1/2016 - 611/2017 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED ENDORSEMENT WITH PRODUCTS - COMPLETED OPERATIONS COVERAGE & BLANKET WAIVER OF SUBROGATION/AGGREGATE LIMIT (PER PROJECT) This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS The following is added to Section C., - Who is an Insured: A. The Businessowners Liability Coverage form 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 "bodily injury," "property damage," or "personal and advertising injury." B. The insurance provided to the additional insured is limited as follows: That person or organization is an additional insured solely for liability due to your negligence specifically resulting from "your work" for the additional insured which is the subject of the written contract or written agreement. No coverage applies to liability resulting from the sole negligence of the additional insured. 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. D. These limits of Insurance are inclusive of, and not in addition to, the Limits of Insurance shown in the Declarations. 3. The coverage provided to the additional insured within this endorsement and section titled Liability and Medical Expenses Definitions — "Insured Contract" (Section F., item 9.), within the Businessowners Liability Coverage Form, does not apply to "bodily injury" or "property damage" arising out of the "products -completed operations hazard" unless required by the written contract or written agreement. 4. 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 surveyor's rendering of or failure to render any professional services, including: 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. 5. This insurance does not apply to "bodily injury," "property damage," or "personal and advertising injury' arising out of: a. The construction or demolition work while you are acting as a construction or demolition contractor. This exclusion does not apply to work done for or by you at your premises. Other Insurance (Section H.2, and 1-11.3.) of the Businessowners Common Policy Conditions are deleted and replaced with the following: 2. This insurance is excess over any other insurance naming the additional insured as an insured whether primary, excess, contingent or on any other basis unless a written contract or written agreement specifically requires that this insurance be either primary or primary and noncontributing to the additional insured's own coverage. This insurance is excess over any other insurance to which the additional insured has been added as an additional insured by endorsement. SB-300176-B Includes copyrighted material of the Insurance Services Office, Inc., with its permission. Page 1 of 2 (Ed. 01108) Copyright, Insurance Services Office, Inc. ?v- wFV-/®"fC'r�RL7 CNAdamage" included in the "products -completed 3. When this insurance is excess, we will have no operations hazard," and for medical expenses duty under Coverages A or B to defend the payable under Coverage A.2. regardless of the additional insured against any "suit" if any other number of: insurer has a duty to defend the additional a. Insureds; insured against that "suit" if no other insurer defends, we will undertake to do so, but we will b. Claims made or "suits" brought; or be entitled to the additional insured's rights c. Persons or organizations making claims or against all those other insurers. bringing "suits." When this insurance is excess over other 3. Any payments made under Coverage A.1. for insurance, we will pay only our share of the damages or under Coverage A.2. for medical amount of the loss, if any, that exceeds the sum expenses shall reduce the Construction Project of: General Aggregate limit for the applicable (a) The total amount that all such other construction project. Such payments shall not insurance would pay for the loss in the reduce the General Aggregate limit shown in the absence of this insurance; and Declarations nor shall they reduce any Construction Project General Aggregate limit (b) The total of all deductible and self -insured applicable to other construction projects, amounts under all that other insurance. 4. The limits shown in the Declarations for Liability We will share the remaining loss, if any, with any and Medical Expenses, Damage to Premises other insurance that is not described in this Rented to You, and Medical Expenses continue Excess Insurance provision and was not bought to apply. However, instead of being subject to specifically to apply in excess of the Limits of the General Aggregate limit shown in the Insurance shown in the Declarations of this Declarations, such limits will be subject to the Coverage Part. applicable Construction Project General E. Transfer of Rights of Recovery Against Others Aggregate limit. To Us (Section K.2.) of the Businessowners B. For all sums which the insured becomes legally Common Policy Conditions is deleted and obligated to pay as damages caused by replaced with the following: "occurrences," and for all medical expenses caused 2. We waive any right of recovery we may have by accidents, which cannot be attributed only to against any person or organization against ongoing operations at a single construction project: whom you have agreed to waive such right of 1. Any payments made under Coverage A.1. for recovery in a written contract or agreement damages or under Coverage A.2. for medical because of payments we make for injury or expenses shall reduce the amount available damage arising out of your ongoing operations under the General Aggregate limit or the or "your work" done under a contract with that Products/Completed Operations Aggregate limit, person or organization and included within the whichever is applicable; and "products -completed operations hazard." 2, Such payments shall not reduce any 9. Amendment- Aggregate Limits of Insurance (Per Construction Project General Aggregate limit. Project) C. When coverage for liability arising out of the A. For all sums which the insured becomes legally "products -completed operations hazard" is provided, obligated to pay as damages caused by any payments for damages because of "bodily "occurrences" under Coverage A.1., and for all injury" or "property damage" included in the medical expenses caused by accidents under "products -completed operations hazard" will reduce Coverage A.2., which can be attributed only to the Prod uctslCompleted Operations Aggregate limit, ongoing operations at a single construction project: and not reduce the General Aggregate limit nor any 1. A separate Construction Project General Construction Project General Aggregate limit, Aggregate limit applies to each construction D. If a construction project has been abandoned, project. The Construction Project General delayed, or abandoned and then restarted, or if the Aggregate limit is equal to the amount of the authorized contracting parties deviate from plans, General Aggregate limit shown in the blueprints, designs, specifications or timetables, the Declarations. project will still be deemed to be the same 2. The Construction Project General Aggregate construction project. limit is the most we will pay for the sum of all E. The provisions of the Limits Of Insurance section damages payable under Coverage A.1., except not otherwise modified by this endorsement shall damages because of "bodily injury" or "property continue to apply as stipulated. SB-300176-B Includes copyrighted material of the Insurance Services Office, Inc., with its permission. Page 2 of 2 (Ed. 01108) Copyright, Insurance Services Office, Inc. ENSURED: Proactive Consulting Group, LLC CMA POLICY NUMBER: 4024152345 EXPIRATION DATE: 6/1/2017 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.