Loading...
HomeMy WebLinkAboutPROACTIVE CONSULTING GROUPINSURANCE ON FILE WORK MAY PROCEED UNTIL INSURANCE EXPIRES -1.2�6 • %i522 +K OF COUNCIL ,,T N-2022-101 APR 1 Q.AQREEMENT WITH PROACTIVE CONSULTING GROUP, LLC TO PROVIDE COMPLIANCE ASSISTANCE SERVICES THIS AGREEMENT is made and entered into this 15th day of March, 2022 by and between ProActive Consulting Group, LLC ("Consultant'), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The City desires to retain a Consultant having special skill and knowledge in the field of Environmental Compliance Management Services for the Public Works Agency Water Resources Division. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional 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 perform the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Services - Exhibit A, attached hereto and incorporated by reference. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services under this Agreement, the rates and charges identified in Exhibit A. The total amount to be expended under the term of this Agreement, including any extension period, shall not exceed $50,000. b. Payment by City shall be made within 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. Page 1 of 9 3. TERM This Agreement shall commence on the date stated above and continue through March 14, 2023, unless terminated earlier in accordance with Section 16, below. The term of this Agreement may be extended for up to two (1) year periods upon a writing executed by the City Manager and the City Attorney. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP 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 Contractor 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. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. Page 2 of 9 7. INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering 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. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non - owned), withlimit no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation insurance as required by the State of California, with StatutoryLimits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. 4. Professional Liability (Errors and Omissions) Insurance appropriates to the Consultant's profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000aggregate. If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connectionwith such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant's insurance (at least as broad as ISO Form CG 20 10 1185 or bothCG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). Primary Coverage For any claims related to this contract, the Consultant's insurance coverage shall be primary insurance primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Page 3 of 9 Consultant's insuranceand shall not contribute with it. Notice of Cancellation Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the City. Waiver of Subrogation Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiverof subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Self -Insured Retentions Self -insured retentions must be declared to and approved by the City. The City may require theConsultant 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. The policy language shall provide, or be endorsed to provide, that the self - insured retention may be satisfied by either the named insured or City. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A: VII, unless otherwise acceptable to the City. Claims Made Policies If any of the required policies provide coverage on a claims -made basis: 1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. 2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work. Verification of Coverage Consultant shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or conies of the applicable policy language effecting coverage requiredby this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing allpolicy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them.The City reserves the right to require complete, certified copies of all required insurance policies,including endorsements required by these specifications, at any time. Page 4 of 9 Subcontractors Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. 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. 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. 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. 9. 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. 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and Page 5 of 9 invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by 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. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) Page 6 of 9 P.O. Box 1988 Santa Ana, CA 92702 To Consultant: ProActive Consulting Group, LLC 15235 Springdale Street Huntington Beach, CA 92649 Attn: Patrick Tam A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays shall be excluded. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Consultants retained by City. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. Page 7 of 9 17. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 18. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 19. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 20. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 21. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and Page 8 of 9 attorney's tees, for any injuries or damages to Cite in the event that such authority or power is not, in tact. held by the signator} or is withdrawn. b. All exhibits referenced herein and a michcd hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have C\CCuted this Agreement the date and year first above written. ATTEST: Daisy Gomez Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By. %W. John M. Funk Sr. Assistant City Attorney RECOMMENDED FOR APPROVAL �I�•wt 4 !yh Nabil Saba, P.E. Executive Director Public Works Agency CITY OF SANTA ANA -:S� �6r Kristine Ridge Cith Manager ProActive Cons i Group, LLC Patrick Trar ProActi%e 'onsulting Group. LLC. Page 9 o1'9 ProActive Environmental Compliance Management Services (Proposal No. 2021.5969) Proposal for City of Santa Ana Public Works Agency Water Resources Division 200 S. Daisy Avenue (M-85) Santa Ana, A 92708 From ProActive Consulting Group, LLC. 15235 Springdale Street Huntington Beach, CA 92649 November 5, 2021 15235 Springdale Street, Huntington Beach, CA 92649 Tel: (714) 893-7900 ♦ Fax: (714) 893-7955 ♦ email: info@proehs.com This agreement is made between ProActive Consulting Group, LLC. (hereafter referred to as ProActive) and City of Santa Ana (hereafter referred to as "The Client'). ProActive and the Client agree as follows: A. Environmental Compliance Management Services - Scope of Work The purpose of these consulting services is to provide environmental regulatory compliance services such as South Coast Air Quality Management District (SCAQMD) permit applications preparation, digital record -keeping for compliance purposes, report and compliance plan preparation, emission control technology evaluation, hazardous materials chemical inventory reporting, and other environmental related functions that are relevant to the City of Santa Ana for its effort to comply with the federal, state and local environmental rules and regulations. The regulatory enactment and amendment process is dynamic. It is not feasible to forecast all of the necessary tasks in advance. Hence, this proposal is meant to provide compliance assistance on an as needed basis. Based on the most recent meeting, at the present time the foreseeable compliance needs for the City of Santa Ana are primarily from the SCAQMD and the local Fire Department/CUPA. However, ProActive can also provide other environmental compliance consulting services for other applicable agencies such as EPA, California Air Resources Board, State Water Resources Control Board, and Orange County Sanitation District when the needs arise. B. Professional Fees As'a reference, following are the typical costs for completion of compliance activities that 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 Permitting Permit Application Submittal Package Development & Liaison for Approval - $2,500 per unit Federal EPA (if applicable) Spill Prevention Control & Counter-measure Plan (if P.E. certification is required) - $3,000 Spill Prevention Control & Counter-measure Plan (if P.E. certification is not required) - $2,500 Fire Department (CUPA) Hazardous Materials Contingency Business Plan - $2,500 per site For other compliance activities, the hourly rate of a senior consultant is $175 per hour. For budgetary purpose, the Client may want to allocate $10,000 annually for environmental compliance services. Client will only be invoiced on as needed basis, based on the specific project. Proposal No.: P2021.5969 Page 2 of 4 This Agreement is accepted on behalf of City of Santa Ana by: Print Name Sign Name Date This Agreement is accepted on behalf of ProActive Consulting Group, LLC., by: Patrick Tam, MS, CPP 11/5/2021 Print Name Sign Name Date Please note that the Terms and Conditions on Page 4 is an integral part of the Agreement. CRP/ 6qkcfi7-7,; Proposal No.: P2021.5969 Page 3 of 4 Terms and Conditions COOPERATION The Client agrees to furnish ProActive with accurate data on a timely basis as is reasonably requested. The Client shall provide ProActive with access to personnel, records, facilities, and assets as reasonably necessary to facilitate ProActive's performance. The assessment is based on information furnished by the Client. ProActive shall not be responsible to conduct physical verification of the accuracy and integrity of the furnished information. PERFORMANCE ProActive will perform services described in this agreement using due diligence, best efforts, and commercially reasonable judgment, but unless specifically delineated in writing, ProActive guarantees no specific outcome toward full compliance with all regulations and laws to the Client. ProActive shall provide adequate personnel time to fulfill the service requirements, and may perform services at times at Client's facilities as mutually agreed. PAYMENT The Client agrees to pay the total amount of this agreement, as described above. ProActive is not responsible for costs such as filing fees, emission testing or equipment retrofit. If the balance is not paid within the 30-day net terms, the Client will be responsible for payment of 1.5% interest per month, collection fees and reasonable attorney's fees in connection with an attempt to collect any balance due and owed. OWNERSHIP All written documents prepared by ProActive shall be the property of the Client. Confidential information obtained from employees of the Client and incorporated into documents by ProActive shall be used exclusively to facilitate performance of this agreement. The Client shall retain ownership of all confidential information. INDEMNITY The Client shall hold ProActive harmless in and from all claims, liabilities, damages, detriments. ProActive cannot be held responsible for any penalties or damages as a result of delay, omission of, or inaccurate information from either the Client or the Client's suppliers. ProActive's liability for this Agreement shall not exceed the total professional fees for the services contracted thereunder under any and all circumstances. In no event shall ProActive be liable for the cost of procurement of substituted services or legal services by the Client. Proposal No.: P2021.5969 Page 4 of Digitally signed A� �® CERTIFICATE OF LIABILITY by A _pA(MMDDYYYY, 3/31/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS MON THE CERTIF rC8 PS L CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER� HrE COVER�AsGyEt �AFF/OIa�.'y.cD2 �B /��}evn2.04.01 BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT e/1� REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. V �. v Q L V C <.I V IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSLI proviSl,�,67�- rQ7�rs�l. O If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require P.I endorsemenC statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACTAimee Guesno NAME: Cornerstone Specialty Insurance Services, Inc, 14252 Culver Drive, A299 HONF Eat: (714) 731-7700 n/c, No : (714) 731-7750 ADDRESS: amee@cornemtonespecialty.com INSURERIS) AFFORDING COVERAGE NAIC k Irvine CA 92604 INSURERA: Continental Casualty Company 20443 INSURED INSURER B. American Cas.Co. of Reading PA 20427 PROACTIVE CONSULTING GROUP, LLC INSURER C : 15235 Springdale St. INSURER D INSURER E: Huntington Beach CA 92649 1INSURERF: 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 RESPECTTO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN 15 SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICYEFF MMIDD/YYYY POLICY EXP MMIDDIYYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 19 PREMISES F. occunence $ 1,000,000 CLAIMS -MADE OCCUR MED EXP(Any one Parson) $ 10,000 ADDTL INSURED /P&NC X BLNKTWVROFSUBRO PERSONAL &ADV INJURY $ 2,000,000 A Y Y 2084330890 07/28/2021 07/28/2022 DEVIL AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,00D POLICY ® JECT PRO ❑ LOC PRODUCTS - COMAGG PIOP $ 4,000.000 $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ 1,000.000 BODILY INJURY (Per person) $ ANVAUTO A OWNED SCHEDULED AUTOS ONLY AUTOS Y Y 2084330890 07/28/2021 07/28/2022 90DILVINJURY(Per acddmt) $ HIRED H NON -OWNED PROPERIY DAMAGE Per accident $ AUTOS ONLY AUTOS ONLY $ U MSRELLA LIAR OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAR CLAIMS -MADE DEO I I RETENTION $ $ WORKERS COMPENSATION PER OTH- %� ANDEMPLOYERSUABILITY YIN STAT UTE ER E.L. EACH ACCIDENT $ 1,000,000 B ANY PROPRIETORIPARTNERIEXECUTIVE OFFICERIMEMBER EXCLUDED? El NIA V 4024152345 07/28/2021 07/28/2022 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 EACH CLAIM $2,000,000 PROFESSIONAL LIABILITY A Claims Made EEH288355962 07/28/2021 07/28/2022 ANNUALAGGREGATE $2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Environmental Compliance Consulting Services City of Santa Ana, its officers, officials, employees, and volunteers are Additional Insured for General & Auto Liability but only 8 required by written contract with the Named Insured prior to an occurrence and as per attached endorsement. Such insurance as is afforded by this policy shall be primary, and any insurance carried by City shall be excess and noncontributory. Coverage is subject to all policy terms and conditions. *30 days notice of cancellation, except for 10 days notice for non-payment of premium. For Professional Liability coverage, the aggregate limit is the total insurance available for all covered claims reported within the policy period. City of Santa Ana 20 Civic Center Plaza M-30 P.O. BOX 1988 Santa Ana CA 92702 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 @ 1988-2015 ACOF ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD RWeMRrMgaladDbivan REVIEWm& APPROVED By 1, A.H&cr Auv44 Risk Management Sper akst of Policy Number: 2084330890 SB146968C CNA Named Insured: Proactive Consulting Group, LLC (Ed. 10-19) IMPORTANT: THIS ENDORSEMENT CONTAINS DUTIES THAT APPLY TO THE ADDITIONAL INSURED IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT. SEE PARAGRAPH C., OF THIS ENDORSEMENT FOR THESE DUTIES. BLANKET ADDITIONAL INSURED ENDORSEMENT WITH PRODUCTS -COMPLETED OPERATIONS COVERAGE AND BLANKET WAIVER OF SUBROGATION Architects, Engineers and Surveyors This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS 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. Crrently 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: The person or organization is an additional insured only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused in whole or in part by: a. Your acts or omissions; or b. The acts or omissions of those acting on your behalf, in the performance of your ongoing operations specified in the written contract or written agreement; or c. "Your work" that is specified in the written contract or written agreement, but only for "bodily injury" or "property damage" included in the "products -completed operations hazard," and 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" or "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 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. The 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. SB146968C (Ed. 10-19) Copyright, CNA All Rights Reserved. 's ' Risk MoogaTtentEiMsion Renevm6APaRo6 A,f, Acardo �Aqmm_ Risk Management speaAist 1 SB146968C (Ed. 10-19) C. Under Businessowners Liability Conditions, the condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended to add the following: An additional insured under this endorsement will as soon as practicable: 1. Give written notice of an occurrence or an offense to us which may result in a claim or "suit" under this insurance; 2. Tender the defense and indemnity of any claim or "suit" to us for a loss we cover under this Coverage Part; 3. Except as provided for in paragraph D.2. below: a. Tender the defense and indemnity of any claim or "suit" to any other insurer which also has insurance for a loss we cover under this Coverage Part; and b. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a claim or "suit" from the additional insured. D. 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. E. Additional Insured — Extended Coverage When an additional insured is added by this or any other endorsement attached to this Coverage Part, the section entitled Who Is An Insured is amended to make the following natural persons insureds: If the additional insured is: 1. An individual, then his or her spouse is an insured; 2. A partnership or joint venture, then its partners, members and their spouses are insureds; 3. A limited liability company, then its members and managers are insureds; 4. An organization other than a partnership, joint venture or limited liability company, then its executive officers, directors and shareholders are insureds; or 5. Any type of entity, then its employees are 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. Furthermore, employees of additional insureds are not insureds with respect to liability arising out of: (1) "Bodily injury" or "personal and advertising injury" to any fellow employee or to any natural person listed in paragraphs 1. through 4. above; S6146968C (Ed. 10-19) Copydght, CNA All Rights Reserved. 1,3n11L1' 1t1ek Meuganad DiNsian RE EwED&APRo By: A+�r Auvedo ® R6k Management Spedakrt SB146968C (Ed. 10-19) (2) 'Property damage" to property owned, occupied or used by their employer or by any fellow employee; or (3) Providing or failing to provide professional health care services. F. The condition entitled Transfer of Rights of Recovery Against Others to Us of the BUSINESSOWNERS COMMON POLICY CONDITIONS is amended to deleted paragraph 2. and replace it with the following: 2. We waive any right of recovery we may have against any person or organization with whom you have agreed to waive such right of recovery in a written contract or agreement because of payments we make 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." All other terms and conditions of the Policy remain unchanged. SB146968C (Ed.10-19) Copyright, CNA All Rights Reserved. WdtMouganmtDiwsinn RE EwEo 6 AppR BY: - Risk Managemen[Spedalist CNA Workers Compensation And Employers Liability Insurance 'olicy Endorsement 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 - Refer to the Schedule of Operations The charge will be an amount to which you and we agree that is a percentage of the total standard premium for California exposure. The amount is 2%. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: G-19160-8 (11-1997) Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 3; Page: 1 of 1 Underwriting Company: American Casualty Company of Reading, Pennsylvania, 151 N Franklin St, Chicago, IL 60606 0 Copyright CNA All Rights Reserved. RE,AeAi nAPaaov®Sr. �a A- :1 A141do -- RMManagement Spede st Of Ejhjubmmz!tjhofe!cz! Bohjf! Bohjf!Bdfwfep! DATE (MM/DD/YYYY) Ebuf;!3133/19/12! CERTIFICATE OF LIABILITY INSURANCE 07/14/2022 Bdfwfep 31;44;52!.18(11( 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). CONTACT PRODUCER Aimee Guesno NAME: FAX PHONE Cornerstone Specialty Insurance Services, Inc.(714)731-7700(714)731-7750 (A/C, No): (A/C, No, Ext): E-MAIL 14252 Culver Drive, A299aimee@cornerstonespecialty.com ADDRESS: INSURER(S) AFFORDING COVERAGENAIC # IrvineCA92604Continental Casualty Company20443 INSURER A : INSURED American Cas.Co. of Reading PA20427 INSURER B : PROACTIVE CONSULTING GROUP, LLC INSURER C : 15235 Springdale St. INSURER D : INSURER E : Huntington BeachCA92649 INSURER F : 22/23 COVERAGES COVERAGESCERTIFICATE 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. ADDLSUBR INSRPOLICY EFFPOLICY EXP TYPE OF INSURANCELIMITS POLICY NUMBER LTR(MM/DD/YYYY)(MM/DD/YYYY) INSDWVD COMMERCIAL GENERAL LIABILITY 2,000,000 EACH OCCURRENCE$ DAMAGE TO RENTED 1,000,000 CLAIMS-MADEOCCUR$ PREMISES (Ea occurrence) ADDT'L INSURED / P & NC10,000 MED EXP (Any one person)$ ABLNKT WVR OF SUBROY208433089007/28/202207/28/20232,000,000 PERSONAL & ADV INJURY$ 4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE$ PRO- 4,000,000 POLICYLOCPRODUCTS - COMP/OP AGG$ JECT $ OTHER: COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY 1,000,000 $ (Ea accident) ANY AUTOBODILY INJURY (Per person)$ OWNEDSCHEDULED AY208433089007/28/202207/28/2023 BODILY INJURY (Per accident)$ AUTOS ONLYAUTOS HIREDNON-OWNEDPROPERTY DAMAGE $ (Per accident) AUTOS ONLYAUTOS ONLY $ UMBRELLA LIAB OCCUREACH OCCURRENCE$ EXCESS LIAB CLAIMS-MADEAGGREGATE$ DEDRETENTION$$ PEROTH- WORKERS COMPENSATION STATUTEER AND EMPLOYERS' LIABILITY Y / N 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT$ BY N / A Y402415234507/28/202207/28/2023 OFFICER/MEMBER EXCLUDED? 1,000,000 (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE$ If yes, describe under 1,000,000 DESCRIPTION OF OPERATIONS belowE.L. DISEASE - POLICY LIMIT$ EACH CLAIM$2,000,000 PROFESSIONAL LIABILITY AEEH28835596207/28/202207/28/2023ANNUAL AGGREGATE$2,000,000 Claims Made DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Agreement Number N-2020-176-01 City of Santa Ana, its officers, employees, agents, volunteers and representatives are named Additional Insured for General Liability and Non-Owned & Hired Auto Liability on a primary and non-contributory basis, 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 HOLDERCANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Santa Ana Risk Management Division 20 Civic Center Plaza, 4th Fl AUTHORIZED REPRESENTATIVE Santa AnaCA92701 © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD Xpslfst!Dpnqfotbujpo!Boe!Fnqmpzfst!Mjbcjmjuz!Jotvsbodf Qpmjdz!Foepstfnfou CMBOLFU!XBJWFS!PG!PVS!SJHIU!UP!SFDPWFS!GSPN!PUIFST Uijt!foepstfnfou!dibohft!uif!qpmjdz!up!xijdi!ju!jt!buubdife/ Ju!jt!bhsffe!uibu!Qbsu!Pof!.!Xpslfst‘!Dpnqfotbujpo!Jotvsbodf!H/!Sfdpwfsz!Gspn!Puifst!boe!Qbsu!Uxp!.! Fnqmpzfst‘!Mjbcjmjuz!Jotvsbodf!I/!Sfdpwfsz!Gspn!Puifst!bsf!bnfoefe!cz!beejoh!uif!gpmmpxjoh; Xf!xjmm!opu!fogpsdf!pvs!sjhiu!up!sfdpwfs!bhbjotu!qfstpot!ps!pshboj{bujpot/!)Uijt!bhsffnfou!bqqmjft!pomz!up!uif! fyufou!uibu!zpv!qfsgpsn!xpsl!voefs!b!xsjuufo!dpousbdu!uibu!sfrvjsft!zpv!up!pcubjo!uijt!bhsffnfou!gspn!vt/* QSFNJVN!DIBSHF!.!Sfgfs!up!uif!Tdifevmf!pg!Pqfsbujpot Uif!dibshf!xjmm!cf!bo!bnpvou!up!xijdi!zpv!boe!xf!bhsff!uibu!jt!b!qfsdfoubhf!pg!uif!upubm!tuboebse!qsfnjvn!gps! Dbmjgpsojb!fyqptvsf/!Uif!bnpvou!jt!3&/ Bmm!puifs!ufsnt!boe!dpoejujpot!pg!uif!qpmjdz!sfnbjo!vodibohfe/ Uijt!foepstfnfou-!xijdi!gpsnt!b!qbsu!pg!boe!jt!gps!buubdinfou!up!uif!qpmjdz!jttvfe!cz!uif!eftjhobufe!Jotvsfst-! ublft!fggfdu!po!uif!Qpmjdz!Fggfdujwf!Ebuf!pg!tbje!qpmjdz!bu!uif!ipvs!tubufe!jo!tbje!qpmjdz-!vomftt!bopuifs! fggfdujwf!ebuf!)uif!Foepstfnfou!Fggfdujwf!Ebuf*!jt!tipxo!cfmpx-!boe!fyqjsft!dpodvssfoumz!xjui!tbje!qpmjdz! vomftt!bopuifs!fyqjsbujpo!ebuf!jt!tipxo!cfmpx/!! Qpmjdz!Op;!XD!5!35263456Qpmjdz! Gpsn!Op;!H.2:271.C!)22.2::8* Foepstfnfou!Fggfdujwf!Ebuf;!Foepstfnfou!Fyqjsbujpo!Ebuf;!! Fggfdujwf!Ebuf;!00 313Qpmjdz! Foepstfnfou!Op;!4<!Qbhf;!2!pg!2 Qbhf;!44!pg!59 Voefsxsjujoh!Dpnqboz;!!Bnfsjdbo!Dbtvbmuz!Dpnqboz!pg!Sfbejoh-!Qfootzmwbojb-!262!O!Gsbolmjo!Tu-! Dijdbhp-!JM!71717 ª!Dpqzsjhiu!DOB!Bmm!Sjhiut!Sftfswfe/ INSURED: Proactive Consulting Group, LLCPOLICY PERIOD: 7/28/2022 – 7/28/2023 POLICY NUMBER: 2084330890 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 andBlanket Waiver of Subrogation A.Who Is An Insuredis 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, butthewritten contractor 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 advertisinginjury;" for which the additional insured seeks coverage. B.The insurance provided to the additional insured is limited as follows: 1.That person or organization is an additional insured only with respect to such person or organization's liability for: a. "Bodily injury", "property damage" or "personal and advertising injury to the extent caused by: (1)Your acts or omissions; or (2)Acts or omissions of those acting on your behalf; in the performance of your ongoing operations specified in the written contract; or b."Bodily injury" or "property damage" to theextent 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 writtenagreement 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 failure to render any professional services, including: SB300176E (Ed. 10-19) Page 1 of 3 Copyright, CNA AllRights Reserved. a.The preparing, approving, or failing to prepare or approve maps, shopdrawings, opinions, reports, surveys, field orders, changeorders 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 youare acting as a construction or demolition contractor. C.With respect only to the insurance provided by this endorsement, the condition entitled Other Insuranceof the BUSINESSOWNERS COMMON POLICY CONDITIONSis 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 Liabilityinsurance to defendthe 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 insuranceis 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 ofInsurance 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 Insuredis 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 andmanagers 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 Spousesprovisionof 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 Usof the BUSINESSOWNERS COMMON POLICYCONDITIONSis 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 paymentswe SB300176E (Ed. 10-19) Page 2 of 3 Copyright, CNA AllRights Reserved. make for injury or damage arising outof 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 ongoingoperations 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 CoverageA.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.fordamages 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 underCoverage 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 shallnot 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, orabandoned 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 shallcontinue to apply as stipulated. All other terms and conditions of the Policy remain unchanged. SB300176E (Ed. 10-19) Page 3 of 3 Copyright, CNA AllRights Reserved.