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HomeMy WebLinkAboutPROACTIVE CONSULTING GROUP, LLC. (2)N 0 N M INSURANCE ON FILE I WORK MAY PROCEED CL UNTILINS_ U�ANCEEXPIRES LLJ CITY CLERK noTr N-2023-226 AI10EV1VMfN1 Will rKVA%-11VL CUMNU1,111NU UKUUY, LLU,-1LYKUV1llE ENVIRONMENTAL COMPLIANCE ASSISTANCE SERVICES THIS AGREEMENT is made and entered into this 9th day of August, 2023 by and between ProActive Consulting Group, LLC, a California limited liability company ("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: 1. 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 Fifty Thousand Dollars and Zero Cents ($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. 3. TERM This Agreement shall commence on the date stated above and continue through July 31, 2025, Page 1 of 9 unless terminated earlier in accordance with Section 17, below. The term of this Agreement may be extended for a (1) one year period 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. 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 for the duration of this Agreement: Page 2 of 9 a. Minimum Scope and Limit of 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 aggregatelimit 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), with a limit no less than $1,000,000 per accident for bodily injury and property damage. (3) Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. (4) Professional Liability (Errors and Omissions): Insurance appropriate to the Consultant's profession, with a limit of no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. (5) Broader Coverage: 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 Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. b. Other Insurance Provisions (1) 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 if notavailable, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). (2) Primary Coverage: For any claims related to this contract, the Consultant's insurance coverage shall be primary coverage at least as broad as ISO CG 20 0104 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self - Page 3 of 9 insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. (3) Notice of Cancellation: Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. (4) Waiver of Subrogation: Consultant hereby grants to City a waiver of any right to subrogation that 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 waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. (5) Self -Insured Retentions: Self -insured retentions must be declared to and approved by the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. 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. (6) 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. (7) Claims Made Policies: If any of the required policies provide claims -made coverage: i. The retroactive date must be shown, and must be before the date of the contract or beginning of contract work. ii. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of contract work. iii. 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 "extending reporting" coverage for a minimum of five (5) years after completion of work. (8) 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 reguiredbv this clause) and a cony 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 (9) Subcontractors: Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subcontractors. (10) Special Risks or Circumstances: City reserves the right to modify these requirements, including limits, based on the nature of therisk, 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 invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of Page 5 of 9 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) P.O. Box 1988 Santa Ana, CA 92702 Page 6 of 9 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 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 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, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 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, Page 8 of 9 and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: randon Salvatierra Deputy City Attorney RECOMMENDED FOR APPROVAL Nabil Saba, P.E. Acting Executive Director Public Works Agency CITY OF SANTA ANA Kristine Ridge City Manager ProActive Consulting Group, LLC Patrick Tam Patrick Luu Director Senior Manager Page 9 of 9 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 - $3,200 per unit Annual Emissions Report Preparation - $1,200 per site Federal EPA (if applicable) Spill Prevention Control & Counter-measure Plan (if P.E. certification is required) - $3,500 Spill Prevention Control & Counter-measure Plan (if P.E. certification is not required) - $3,000 Fire Department (CUPA) Hazardous Materials Contingency Business Plan - $2,500 per site For other compliance activities, the hourly rate of a senior consultant is $200 per hour. For budgetary purpose, the Client may want to allocate $30,000 annually for environmental compliance services. Client will only be invoiced on as needed basis, based on the specific project. Proposal No.: P2023.6827 Page 2 of 4 Mazariego, Diana Subject: FW: Internal Notice of Compliance NOTICE OF COMPLIANCE CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL Contractor ProActive Consulting Group, LLC Name: Project TBD (059) Number: Project Agreement With ProActive Consulting Group, LLC, To Provide Name: Environmental Compliance Assistance Services The Certificate of Insurance (COI) submitted indicates that the coverages are in compliance with the insurance requirements. No further action is required at this time. The compliant coverage(s) are: TYPE OF INSURANCE POLICY NUMBER EXPIRATIONDATE COI DATE FILE NAME AUTOMOBILE LIABILITY 2084330890 07/28/2024 !, 08/10/2023 GENERAL LIABILITY 2084330890 07/28/2024 08/10/2023 PROFESSIONAL LIABILITY CLAIMS MADE EEH288355962 07/28/2024 08/10/2023 WORKERS COMPENSATION AND EMPLOYERS' 4024152345 07/28/2024 08/10/2023 LIABILITY Thank you, City of Santa Ana Risk Management Division in partnership with CTrax Plus Services Team 8/24/2023 12:58 PM ACORD Form 20230810- 100929.pdf ACORD Form 20230810- 100929.pdf ACORD Form 20230810- 100929.pdf ACORD Form 20230810- 100929.pdf y A`"R" CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 02/05/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Aimee Guesno NAME: Cornerstone Specialty Insurance Services,Inc. PHONE Ext: (714)731-7700 C No: (714)731-7750 14252 Culver Drive,A299 E-MAIL amee@cornerstonespecialty.com ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# 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 INSURERF: COVERAGES CERTIFICATE NUMBER: 24/25 COVERAGES REVISION NUMBER: THIS IS TO CERTIFYTHAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL UBR POLICY NUMBER MM/DD YYYYMPOLICY EFF O DD YYYY LIMITS ICY EXP LTR INSD WVD X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 DAMAGE_7CLAIMS-MADE �OCCUR PREM SESOEa occu«Dence $ 1,000,000 X ADDT'L INSURED/P&NC MED EXP(Any one person) $ 10,000 A X BLNKTWVROFSUBRO Y Y 2084330890 07/28/2024 07/28/2025 PERSONAL&ADV INJURY $ 2,000,000 GEN'LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ 4,000,000 POLICY [g PRO JECT ❑ LOC PRODUCTS-COMP/OPAGG $ 4,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident ANYAUTO BODILY INJURY(Per person) $ A OWNED SCHEDULED Y Y 2084330890 07/28/2024 07/28/2025 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED �/ NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY /� AUTOS ONLY Per accident UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION X S PER TATUTE EORH AND EMPLOYERS'LIABILITY Y/N 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ B OFFICER/MEMBER EXCLUDED? F NIA Y 4024152345 07/28/2024 07/28/2025 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ PROFESSIONAL LIABILITY Each Claim $2,000,000 A Claims Made EEH288355962 07/28/2024 07/28/2025 Annual Aggregate $2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE:Environmental Compliance Consulting Services Proposal P2023.6827 City of Santa Ana,its officers,officials,employees,and volunteers are Additional Insured for General&Auto Liability but only if required by written contract with the Named Insured prior to an occurrence and as per attached endorsement.Such insurance as is afforded by this policy shall be primary,and any insurance carried by City shall be excess and noncontributory.Coverage is subject to all policy terms and conditions.*30 days notice of cancellation,except for 10 days notice for non-payment of premium.For Professional Liability coverage,the aggregate limit is the total insurance available for all covered claims reported within the policy period. APPROVED By Tu Tran Nguyen at 12:14 pm,Feb 05,2025 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. 20 Civic Center Plaza M-30 P.O.BOX 1988 AUTHORIZED REPRESENTATIVE Santa Ana CA 92702 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Tu Train Nguyen signed by Tu Tran Nguyen Date:2025,02,0512:14:55 Nguyen 08,00, DNA Workers Compensation And Employers Liability Insurance Policy Endorsement BLANKET WAIVER OF OUR • ECOVER FRWOTHERS 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-B (11-1997) Policy No:WC 4024152345 Policy Endorsement Effective Date:7/28/2024 Endorsement Expiration Date: 7/28/2025 Effective Date: 07/28/2023 Policy Endorsement No: 3; Page: 1 of 1 Page: 33 of 48 Underwriting Company: American Casualty Company of Reading, Pennsylvania, 151 N Franklin St, Chicago, IL 60606 °Copyright CNA All Rights Reserved. CNA INSURED: Proactive Consulting Group, LLC POLICY PERIOD: 7/28/2024-7/28/2025 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 and Blanket Waiver of Subrogation A. Who Is An Insured is amended to include as an insured, any person or organization whom you are required to add as an additional insured on this policy under a written contract or written agreement, but the written contract or written agreement must be: 1. Currently in effect or becoming effective during the term of this policy; and 2. Executed prior to the: a. "Bodily injury" or"property damage"; or b. Offense that caused the "personal and advertising injury;" for which the additional insured seeks coverage. B. The insurance provided to the additional insured is limited as follows: 1. That person or organization is an additional insured only with respect to such person or organization's liability for: a. "Bodily injury", "property damage" or"personal and advertising injury to the extent caused by: (1) Your acts or omissions; or (2) Acts or omissions of those acting on your behalf; in the performance of your ongoing operations specified in the written contract; or b. "Bodily injury" or "property damage" to the extent caused by "your work" specified in the written contract or written agreement and included in the "products-completed operations hazard", but only if: (1) The written contract or written agreement requires you to provide the additional insured such coverage; and (2) This Coverage Part provides such coverage. 2. The Limits of Insurance applicable to the additional insured are those specified in the written contract or written agreement or in the Declarations of this policy, whichever is less. These limits of Insurance are inclusive of, and not in addition to, the Limits of Insurance shown in the Declarations. 3. The insurance provided to the additional insured does not apply to "bodily injury," "property damage," "personal and advertising injury" arising out of an architect's, engineer's, or surveyor's rendering of or failure to render any professional services, including: SB300176E (Ed. 10-19) Page 1 of 3 Copyright,CNA All Rights Reserved. CNA a. The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications by any architect, engineer or surveyor performing services on a project of which you serve as a construction manager; or b. Inspection, supervision, quality control, engineering or architectural services done by you on a project of which you serve as construction manager. 4. This insurance provided to the additional insured does not apply to "bodily injury," "property damage," or "personal and advertising injury" arising out of construction or demolition work while you are acting as a construction or demolition contractor. C. With respect only to the insurance provided by this endorsement, the condition entitled Other Insurance of the BUSINESSOWNERS COMMON POLICY CONDITIONS is amended to delete paragraphs 2. and 3., and replace them with the following: 2. This insurance is excess over any other insurance available to the additional insured, whether primary, excess, contingent or on any other basis. But if required by the written contract or written agreement, this insurance will be primary and noncontributory relative to insurance on which the additional insured is a Named Insured. 3. When this insurance is excess, we will have no duty under Business Liability insurance to defend the additional insured against any "suit" if any other insurer has a duty to defend the additional insured against that "suit" if no other insurer defends, we will undertake to do so, but we will be entitled to the additional insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. D. Additional Insured— Extended Coverage When an additional insured is added by this or any other endorsement attached to this Coverage Part, Who Is An Insured is amended to make the following natural persons insureds. If the additional insured is: a. An individual, then his or her spouse is an insured; b. A partnership or joint venture, then its partners, members and their spouses are insureds; c. A limited liability company, then its members and managers are insureds; or d. An organization other than a partnership, joint venture or limited liability company, then its executive officers, directors and shareholders are additional insureds; but only with respect to locations and operations covered by the additional insured endorsement's provisions, and only with respect to their respective roles within their organizations. Please see the Estates, Legal Representatives and Spouses provision of this endorsement for additional coverage and restrictions applicable to spouses of natural person insureds. E. Blanket Waiver of Subrogation The condition entitled Transfer of Rights of Recovery Against Others To Us of the BUSINESSOWNERS COMMON POLICY CONDITIONS is amended to delete paragraph 2. and replace it with the following: 2. We waive any right of recovery we may have against any person or organization against whom you have agreed to waive such right of recovery in a written contract or agreement because of payments we SB300176E (Ed. 10-19) Page 2 of 3 Copyright,CNA All Rights Reserved. CNA 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." 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. SB300176E (Ed. 10-19) Page 3 of 3 Copyright,CNA All Rights Reserved.