HomeMy WebLinkAboutPROACTIVE CONSULTING GROUP, LLC 3()q INSURANCE ON FILE
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AGREEMENT WITH PROACTIVE CONSULTING GROUP, LLC TO PROVIDE SCAQMD
COMPLIANCE ASSISTANCE SERVICES
0
THIS AGREEMENT is made and entered into this 16th day of June, 2018 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 South
Coast Air Quality Management District, (S CAQMD) compliance support services.
B. Consultant represents that it 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:
SCOPE OF SERVICES
Consultant shall provide the services that are described in Exhibit A.
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 Exhibit B. The total amount to be expended under this
Agreement shall not exceed $25;000 during the term of this Agreement, including any
extension periods.
b. Payment by City shall be made within 45 days (forty-five) 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.
TERM
This Agreement shall commence on the date first written above and continue through June 15,
2019, unless terminated earlier in accordance with Section 16, below. The term of this Agreement may
be extended for up to one (1) year upon a writing executed by the City Manager and the City Attorney,
Page 1 of 8
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
Oil "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 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 tlris 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
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
Page 2 of 8
and damage to property, resulting from any act or occurrence arising out of Consultant's
operations in the performance of flus 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,
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 automobile liability, insurance, or equivalent form, with a combined single limit
of not less than $1,000,000 per occurrence. Such insurance shall include coverage for
owned, hired and non -owned automobiles,
c. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of
the Labor Code, Consultant, if Consultant has any employees, is required to be insured
against liability for worker's compensation or to undertake self-insurance. Prior to
commencing the performance of the work under this Agreement, Consultant agrees to
obtain and maintain any employer's liability insurance with limits not less than $1,000,000
per accident.
d. If Consultant is or employs a licensed professional such as an architect or engineer:
Professional liability (errors and omissions) insurance, with a combined single limit of not
less than $1,000,000 per claim with $2,000,000 in the aggregate.
C. The following requirements apply to the insurance to be provided by Consultant pursuant
to this section:
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 canceled or reduced
in coverage or changed in 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 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, 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 negligent operations
of the Consultant , its subcontractors, agents, employees, or other persons acting on its 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. 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.
9. INTELLECTUAL PROPERTY INDEMNIFICATION
Consultant shall defend and, indemnifythe 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.
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 bylaw, 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 interests and shall not have interests, direct or
indirect, which would conflict in any manner with performance of services specified under this
Agreement,
13. DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, 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.
Consultant affirms that it is an equal opportunity employer and shall comply with all applicable £ederal,
state and local laws and regulations.
14. 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 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 terns 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 panty, which is not embodied herein.
15. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written
consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior
written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit
the City's ability to have any of the services which are the subject to this Agreement performed by City
personnel or by other Consultants retained by City.
Page 5 of 8
16. TERMINATION
This Agreement maybe 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 wluch fails to meet the standard of performance
specified in the Recitals of this Agreement.
fi�r� TAMIIPM
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.
18. 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.
19. 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.
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.
Page 6 of 8
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth
in the body of this Agreement,
21. NOTICE
Any notice, tender, demand, delivery, or other cormnunication 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 mariner provided
in this Section, to the following persons:
To City:
Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax: 714- 647-6956
With courtesy copies to:
Agency
City of Santa Ana
20 Civic Center Plaza (M-21)
P.O. Box 1988
Santa Ana, California 92702
Fax: 714-647-5635
To Consultant:
ProActive Consulting Group, LLC
Attn: Patrick Tam
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 marl, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by
Pax, cominunication 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.
Page 7 of 8
N-2018-187
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above
written.
man Huizar
r�
Its,. .
APPROVED AS TO FORAM:
SONIA R. CARVALf=fO
City Attorney
By: _Fut"r
John WFunk
Assistant City Attorney
FOR APPROVAL:
Fuad PLS
Executiti vee i Mectoror
Public WorkskAgencv
Raul Godinez Il
City Manager
Title:
Page 8of8
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EXHIBIT A
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 fiuretions that are relevant to the City of Santa Ana for
its effortto 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, ProAetive can also provide other environmental compliance consulting servicos 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.
Proposal Nod P2076.4066
RXHIBTT B
B. Professional Tees
As a reference, following are the typical costs for completion of compliance activities that may
be 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 Permillin
Permit Application Submittal Package Development & Liaison for Approval - $2,500 per unit
Federal EPA (if applicabll
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 complianco activities, the hourly rate of a senior consultant is $175 per hour.
For budgetary purpose, the Client may want to allocate $10,000 annually for environmental
compliance services; Client will only be invoided on as neoded basis, based on the specific
project.
,A>R" CERTIFICATE OF LIABILITY INSURANCE
DATE(MMIDONYYY)
09111/2018
THIS CERTIFICATE IS ISSUED ASA MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER($), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) 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 andorsoment(s).
PRODUCER
CONTACTAimee Guesno
Specialty Insurance Services. Inc.
-NAMECornerstone
ache , (714)731-7700 uc, No: (714)73L7750
I.MAILss: a imee@oornerstonespecialty.com
ADDREINSURER(S)AFFORDING
14252 Culver Drive, A299
COVERAGE
NAICp
_
INSURER A: Valley For Insurance Company
20508
Irvine CA 92604
INSURED
INSURERS: Continental Casualty Company
20443
PROACTIVE CONSULTING GROUP, LLC
INSURERC:
INSURER D 1
MED EXP (Any one Parson) S 10,000
15235 Springdale SL
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 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 AMC) CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INTR
TYPE OF INSURANCE
ADDL
SO
WVD
POLICY NUMBER
POLICY EFF
MMIDDNYYYI
POUCYEXP
MMIDDNYYY
LIMITS
COMMERCIAL GENERAL LIABILITY
EACH OCCURRENCE $ 2,000,000
�/
CLAIMS MADE OCCUR
o tiff9RTE 300,000
PREMISES Ea scsl nonce $
MED EXP (Any one Parson) S 10,000
X ADDT'L INSURED [PRIMARY
NKT N/VR OF SUBR
PERSONAL a ADV INJURY 5 2,000000
A
Y
Y
2084330890
06/01/2018
06/01/2019-
GEN'L AGGREGATE LIMIT APPLIES PER:
GENERALAGGREGATE $ 4.000,000
POLICY ® JEC 1:1 JOE
PRODUCTS - COMPlOP AGO 4,000,000
S
$
OTHER'.
AUTOMOBILE LIABILITY
COMBINED SINGLE LIMIT $ 1,600,000
Es accident)
BODILY INJURY (Per person) s
ANY AUTO
A
OWNED SCHEDULED
AUTOS ONLY AUTOS
Y
Y
2084336690
06/01/2018
,06/01/2019
BODILY INJURY (Per uormPnO S
PROPERTY DAMAGE S
P.,iiyadant
x HIREDNOWOWNED
AUTOS ONLY x AUTOS ONLY
UMBRELLA LAB
OCCUR
EACH OCCURRENCE $
AGGREGATE $
EXCESS UAB
CLAIMSrMADE
DED RETENTION $
_
$
A
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY YIN
ANY PRCPRIMBER XGLUC)EXECUTIVE
oandatoyin NHr Excwoaoa El
in NH)
NIA
Y
4024152345
06/01/2018
06/01/2019
.:
i/ PER 0TH
X STATUTE ER
EL EACH ACCIDENT $ 1,000,000
E L DISEASE - EA EMPLOYEE S 1'000'000
I , r' desire
II yp6, dfl6Cr1e81111der
DESCRIPTION OF OPERATIONS below
EL. DISEASE POLICY LIMIT $ 1,606.666
PROFESSIONAL LIABILITY
EACH CLAIM $1,000,000
M
D
Claims Made
EEH288366962
07/28/2018
0712.8/2019
ANNUALAGGREGATE $2,000,000
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedu(e, may be attached if mars.pose le o,calrad)
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 ell covered claims reported within the policy period.
pie.90
City of Santa Ana
220 S. Daisy Avenue
Santa Ana
CA 92703
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
IV 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD
INSURED: Proactive Consulting Group,LLC POLICY PERIOD: 611/2018-6/1/2019
POLICY NUMBER: 4024152345
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:
BUSINESSOWNERS LIABILITY COVERAGE FORM
BUSINESSOWNERS 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:
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 surveyor's rendering of or
SB300176D17
Page 1 of 3
Copyright, CNA All Rights Reserved.
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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)
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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 A.1., 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.
56300176D17(6-16)
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INSURED: Proactive Consulting
Group, LLC
5VA 4024152345
EXPIRATION DATE: 6/112019
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