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HomeMy WebLinkAboutFREEMAN INVESTIGATIVE GROUP, INC., THEDocuSign Envelope ID: CA1F9F2C-248D-4C29-848D-2A88641D18C1 N-2024-104 INSURANCE NOT ON FILE WORK MAY NOT PROCEED CITY CLERK DATEi9AR 2 2 2024AGREEMENT WITH THE FREEMAN INVESTIGATIVE GROUP, INC. 0-. tt rz (i) TO PROVIDE PROFESSIONAL INVESTIGATIVE SERVICES THIS AGREEMENT is made and entered into on this 21st day of March, 2024 by and between The Freeman Investigative Group, Inc., a California corporation ("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 providing professional investigative services for background checks of applicants for executive positions, and other appointments, with the City of Santa Ana, including but not limited to, applicants for the position of Chief of Police for the Santa Ana Police Department, as directed and approved by the City's Human Resources Department. B. Consultant represents that it is qualified, able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete and conduct background investigations for executive positions and other appointments as required by the City. 2. COMPENSATION a. The total amount to be expended during the term of this Agreement shall not exceed $25,000. Engagement for services shall be agreed upon, in writing, by the Parties. Costs for each engagement will include the fixed base amount and additional out-of- pocket expenses, as defined below. b. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the fixed base amounts identified by the Consultant, as follows: Professional investigative costs for departments heads and executives is $5,000 per investigation; Page 1 DocuSign Envelope ID: CA1F9F2C-248D-4C29-848D-2A88641D18C1 • Professional investigative costs for other appointments is $4,000 per investigation. c. Additional out-of-pocket expenses accrued by the Consultant, for services related to the investigation of an applicant shall be submitted, in writing, for review and approval by the City's Human Resources Department. Review and approval by the City will be conducted in accordance with City policy and government rates set by Federal, State, or City statute. City agrees to reimburse Consultants for out-of-pocket expenses, including but not limited to, a 4% administrative fee, mileage, and travel. All expenses must have supporting documentation submitted with the invoice(s). i. Automobile travel will be reimbursed at the standard mileage rate in effect at the time of billing by the Internal Revenue Service. ii. Any out-of-pocket expenses, in excess of $1,000, requires approval prior to incurring the expense. d. City shall pay a 50% deposit of the fixed base amount for the initiation of any investigation. A deposit of $2,500 to initiate services for the Chief of Police investigation shall be paid after execution of this Agreement. Any additional investigations engaged upon by the parties shall require submission by the Consultant of an invoice for a deposit to initiate services. Payment will be made in accordance with City accounting procedures. e. City shall pay the remaining 50% of the fixed base amount on final report submission. f. Payment by City shall be made within forty-five (45) days following receipt of proper invoice for required deposits or evidencing work performed, subject to City accounting procedures. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Consultant agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant's account(s) with financial institutions. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above for a three (3) year term ending March 20, 2027, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to Page 2 DocuSign Envelope ID: CAI F9F2C-248D-4C29-848D-2A88641 D18C1 allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Consultant shall procure and maintain for the duration of the agreement, the following insurance coverages: MINIMUM SCOPE AND LIMIT OF INSURANCE Consultant shall maintain limits of insurance coverage in the following minimum amounts and shall be at least as broad as: 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 and $2,000,000 aggregate. Workers' Compensation (W/C): 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, per employee, per policy for bodily injury or disease. This requirement can be waived if Consultant has no employees. If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified Page 3 DocuSign Envelope ID: CA1F9F2C-248D-4C29-848D-2A88641D18C1 minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: 1. CGL policies: City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, equipment, and personnel furnished in connection with such work or operations. 2. All required insurance policies: Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Consultant for City. 3. All required insurance policies: For any claims related to this contract, Consultant's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. 4. All required insurance policies: A severability of interest provision must apply for all the additional insureds, ensuring that Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. 5. Each insurance policy required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non -renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written shall be provided to City for policy cancellation or non -renewal due to non-payment. 6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: Risk Management Division, 20 Civic Center Plaza, Santa Ana, CA 9270 t. Self -Insured Retentions Self -insured retentions must be declared to and approved by the City. City may require Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to City. Verification of Coverage Consultant shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Consultant's obligation to Page 4 DocuSign Envelope ID: CAI F9F2C-248D-4C29-848D-2A88641D18C1 provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. 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. 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. 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 Contractor, 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 Contractor'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 Contractor. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to Page 5 DocuSign Envelope ID: CAI F9F2C-248D-4C29-848D-2AB8641D18C1 the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE 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. 12. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In Page 6 DocuSign Envelope ID: CA1F9F2C-248D-4C29-848D-2A88641D18C1 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 Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, 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 Contractors retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Page 7 DocuSign Envelope ID: CA1F9F2C-248D-4C29-848D-2A88641D18C1 Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, .approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. COMPLIANCE WITH ALL LAWS Consultant will comply with all applicable federal, state, and local lawsandregulations, including but not limited to, Investigative Consumer Reporting Agencies Act, Consumer Credit Reporting Agencies Act, Confidentiality of Medical Information Act, California Labor Code Sections 432.7, 432.8 and 980, California Fair Employment and Housing Act, and confidentiality laws regarding police officer personnel records. 20. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: City Clerk City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Executive Director, Human Resources Department City of Santa Ana 20 Civic Center Plaza (M-24) P.O. Box 1988 Santa Ana, California 92702 Page 8 DocuSign Envelope ID: CAI F9F2C-248D-4C29-848D-2A88641 D18C1 To Consultant: The Freeman Investigative Group, Inc. Attn: Fred Freeman 3020 Old Ranch Parkway, Ste. 300 Seal Beach, CA 90740-2751 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 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 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. C. This Agreement may be signed in counterparts and by electronic signature IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. A TTR ST- APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: i cuW 1- Laura A. Rossini Chief Assistant City Attorney CITY OF SANTA ANA Interim City Manager CONSULTANT: D uSignetl by: 1930155E752B4C0._ By: FREDRICK M. FREEMAN Title: president Page 9 DocuSign Envelope ID: CAI F9F2C-248D-4C29-848D-2A88641 D18C1 RECOMMENDED FOR APPROVAL: — & �e�64, L iSchnaider Acting Executive Director Human Resources Department Page 10 DocuSign Envelope ID: CA1 F9F2C-248D-4C29-848D-2A88641 D18C1 Tracy Digitally signed by CERTIFICATE OF LIABILITY INSURANCE I .,h..- Da.tl.y.fq ,3.28 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: TODD ELDREDGE ELDREDGE INSURANCE AGENCY PHONE EXt , 562-424-1646 FAX No): 562-981-8838 4431 CERRITOS AVE E�MAIL�� INSURER(S) AFFORDING COVERAGE NAIC # CYPRESS CA 90630 INSURERA: EVEREST INDEMNITY INSURANCE CO INSURED INSURER B : INSURER C : THE FREEMAN INVESTIGATIVE GROUP, INC INSURER D: 3020 OLD RANCH PARKWAY #300 INSURER E : SEAL BEACH CA 90740 INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR OF INSURANCE ADDTYPE INSD D POLICY NUMBER POLIC/YYEYrr) POLICYY) LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ 50,000 MED EXP (Any one person) $ 5,000 PERSONAL& ADV INJURY $ 1,000,000 A X X 51GLM0932-211 01/03/2024 01/03/2025 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY PRO JECT u LOC PRODUCTS - COMP/OPAGG $ 1,000,000 PROFESSIONAL $ 1,000,000 OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ ANY AUTO BODILY INJURY (Per person) $ ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ NON -OWNED HIRED AUTOS AUTOS UMBRELLA LIAB H OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS -MADE AGGREGATE $ DED F RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N PER OTH- STATUTE I I ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N / A E.L. DISEASE - EA EMPLOYEE $ (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of Santa Ana, its directors, officials, officers, employees, agents and volunteers are named as additionally insured in respects to General Liability. This insurance is deemed primary and certificate holders insurance shall be non-contributory. CERTIFICATE HOLDER CANCELLATION CITY OF SANTA ANA 20 CIVIC CENTER PLAZA (M-30) PO 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 TODD ELDREDGE ©1988-2014 ACORD ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD AownH RiskMw gmwADivistinat REVIEWED & APPROVED BY: Risk Management Analyst POLICY NUMBER: 51GLM00932-241 COMMERCIAL GENERAL LIABILITY CG24041219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART ELECTRONIC DATA LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART DESIGNATED SITES POLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED SITES PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS SCHEDULE Name Of Person(s) Or Organization(s): Blanket where required by written contract Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV — Conditions: We waive any right of recovery against the person(s) or organization(s) shown in the Schedule above because of payments we make under this Coverage Part. Such waiver by us applies only to the extent that the insured has waived its right of recovery against such person(s) or organization(s) prior to loss. This endorsement applies only to the person(s) or organization(s) shown in the Schedule above. CG 24 0412 19 © Insurance Services Office, Inc., 2018 AownH xiskMm%wmAa REVIEWED & APPRovED Br �`� Risk Management Analyst riaLvaly,14JUMS Ira This endorsement rnodifies insurance provided Linder the following: COMMERCIAL GENERAL, LIABILITY COVERAGE PART Condition 4. Other Insurance of SECTION IV COMMERCIAL GENERAL LIABILITY CONDITIONS is replaced by the following: a. Primary Insurance 'This insurance is primary except when b. below applies. If this insurance is prirnary, our obliga- tions are not affected Unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method de- scribed in c. below, except that we will not seek contribution from any party with whore you have agreed in a written contract or agreement that this insurance will be primary and noncontribu- tory, if the written contract or agreement was made prior to the subject "occurrence" or of- fense. b. Excess Insurance "This insurance is excess over (1) Any of the other insurance, whether phr-na- ry, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Build- er's Risk, Installation Risk or similar coverage for "your work"; (b) That is Fire insurance for premises rented to you or temporarily occupied by you with permission of the owner; (c) That is insurance purchased by You to cover your flability as a tenant for "prop- erty darnage" to premises rented to you or temporarily occupied by you with permission of the owner" or (d) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to EXCIUsion g, of Section I --- Coverage A Bodily Injury And Prnpr4rfy I iihility ECG 24 520 08 05 (2) Any other primary insurance available to you covering liability for darnages arising out of the premises or operations, or the products and completed operations, for which you have been added as an addition- al insured by attachment of an endorse- rnent. When this insurance is excess, we will have no duty under Coverages A or B to defend the in - scared against any "suit" if any other Insurer has a duty to defend the insured against that "'suit"', If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this Insurance is excess over other in- surance, we will pay only Our share of the amount of the loss, if any, that exceeds the SUM Of: (1) "The total an'tount that all such other insur- ance would pay for the loss in the absence of this insurance; and (2) 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 specificaliy to apply in excess of the Lir-nits of Insurance shown in the Declarations of this Coverage Part, c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method al- so. Under this approach each insurer contrib- utes equal amounts until it has paid its appllca- ble iir`riit Of insurance or none of the loss rernains, whichever comes first. ECG 24 520 08 05 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page I of 2 13 RiskMmugmErADivm 0, REVIEWED& APPROVED Eh - Risk Management Analyst If any of the other insurance does not permit contribution by eqijal shares, we will contribUte by limits. Under this meth- od, each insurer's share is, based or) the ratio of its applicable lirnit of insurance to the total applicable IuMitS of insurance of all k'isurers. ECG 24 520 08 05 Includes copyrighted rnaterial of Insurance Services Office, Inc. Used with its permission. Pacie 2 of 2■ RizkNlwugnncnfDiYu 0, REVIEWED& APPROVED BY: Risk Management Analyst POLICY NU EIR. 1GL 0932-211 This endorsement rrudifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Secdon pp Is Are Insured is aryk;rndod to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to Viability for "bodily injury""property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing oratlorns, oir . In connection with your premises owned by or rented to you. However: t The insurance afforded to such additional insured only applies to the extent permitted by law, and . If coverage provided to the additional insured Is required by a contract or agreement, the insurance fforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. affordedB. Wth respect to the insurance additional insureds, the following is added It coverage provided to the additional required by a contract or agreement, the most we will pay on behaff of the additional amount 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Insurance Services Office" Inc., 2012 4%we :I Copy ��J� IGIR Vsµ oRn.NGF 0, REVIEWED&APPROVED Eh - Risk Management Analyst DocuSign Envelope ID: 83F23AOD-9BOD-4BF7-A388-6235B2E1A9AB 1prHE FREEMAN INVESTIGNTIVE GROUP, INC. THREAT ASSESSMENT ANI.-) SOLUl'IONS, CONFIDENrIAL INVESTIGAT0ONS e ExECIJTVVE BACKGROUND INVES-11GATION5 March 24, 2024 City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 Attention: Risk Management — Sent via Electronic Mail This letter affirms that The Freeman Investigative Group is established and functioning as a California S-Corp, with no employees and as such is not mandated to possess Workers Compensation coverage. Fredrick M. Freeman President EDOCUSigned by: Z Ryt)�76'< ". 193D755E752B4C0 03-24-2024 1 11:36 PDT 3020 OLD RANCH PARKWAY, SUITE 300 e SEAL BEACH, CALIFORNIA 90740-275e WWW.FG1--1NC.CON R!@kMwvgmvrADllvi>das► TEILEPI-iONE 562.799.5583 CEI.A.uii..im 562,824,3772 FACSIMILE 562.799. RwEWED&APPRovEDBY. 'Z P1 22354 T4" Risk Management Analyst