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HomeMy WebLinkAboutWOODARD & CURRAN INC. 1INSURANCE ON FILE WORK MAY PROCEED N-2019-012 L INSURANCE EXPIRES CLERK OF COUOIC _, 2019 DATE: JAIV AGREEMENT TO PROVIDE SEWER SYSTEM O: FRCS (, HYDRAULIC MODELING SUPPORT SERVICES Silvia Cuevas THIS AGREEMENT is made and entered into this 8th day of November, 2018 by and between Woodard & Curran Inc. ("Contractor"), 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 contractor to provide special skills, services, and knowledge in the field of sewer system hydraulic modeling support forthe Water Resources Division of the Public Works Agency. B. Contractor represents that Contractor is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting 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 On an as -needed basis, and at the City's sole discretion, :Contractor 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. For each modeling request made by the City, Contractor shall provide a fee estimate for City's review and approval, as provided by Exhibit A. Contractor shall be paid only for actual services at the rates and charges approved by City. The total amount to be expended under. this Agreement shall :not exceed $25,000 during the term of this Agreement, including any extension periods. b. Payment by City shall be made within 45 days (forty-five) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. Page I of 8 3. TERM This Agreement shall commence on the date stated above and continue through Novzmb_, 7,,20199 unless terminated earlier in accordance with. Section 16, below. The term of this Agreement maybe extended for up to a one-year period upon a writing executed by the City Manager and the City Attorney. 4. PREVAILING WAGES Contractor 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, of 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, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor 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 Contractor 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 Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such sorvices. Contractor 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 doctiunents 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'). Contractor 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 Docrunents & Data which were provided to Contractor 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. However, Contractor shall retain all of its pre-existing rights. Page 2of8 7. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a.-Commercial•:General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without Ihnitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Businessautomobile liability insurance; or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: i. Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii, Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. iii, Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. iv. Contractor shall supply City with a blanket additional insured endorsement with respect to the CGL policy. £ If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith Page 3 of 8 terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by, the City. 8. INDEMNIFICATION Contractor 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 ibis 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 Contractor 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. 9. INTELLECTUAL PROPERTY INDEMNNIFICATION Contractor 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 Contractor to the City pursuant to this Agreement, 10. RECORDS Contractor shall keep records and 'invoices in connection with the work to be performed under this Agreement. Contractor 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 minimumperiod of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor 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. Contractor 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 Contractor under this Agreement. Page 4 of 8 11. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor 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 Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 12, CONFLICT OF INTEREST CLAUSE Contractor covenants that it presentlyhas no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 44, 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 the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall provail. This Agreement may not be modified except by written instrument signed bythe City and by an authorized representative of Contractor. The parties agree that any terns or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor 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. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor 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 Page 5 of 8 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. 16. TERMINATION This Agreement maybe terminated by the City upon thirty (30) days written notice of termination, In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. Asa condition of such payment, the Executive Director may require Contractor 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 Contractor 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. 17. 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. 18. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and, the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement, 19. PROFESSIONAL LICENSES Contractor 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. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 20. MISCELLANEOUS PROVISIONS a, Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, Page 6 of 8 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, 21. 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: Cleric of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 With courtesy copies to: Executive Director, Public W City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, California 9.2702 To Contractor: Woodard & Curran 24422 Avenida do la Carlota Suite 180 Laguna Hills, CA 92653 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 anter the time Page 7of8 N-2019-012 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST. Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: John tilc Assistant City Attorney Fuad S. S) Executive Public We FOR APPROVAL: J PE, PLS Agency CITY OF SANTA ANA Raul Godinez II City Manager CONTRACTOR: r' ANarn 1h c e 7'. (11 Title: 5$ - vi G /�veSc Page 8 of 8 SEWER SYSTEM HYDRAULIC MODELING SUPPORT SCOPE OF SERVICES Background and Purpose of Project This document describes the Woodard & Curran scope of work for providing hydraulic modeling support to the City of Santa Ana (City) for tasks related to capacity planning for the City's wastewater collection system, This work will be based on the hydraulic model developed for the Sewer Master Pian Update prepared for the City in 2096, The hydraulic model of the system was created based on population projections and flow monitoring data, and future land use and development plans. The City wishes to use the model for on-going evaluation of capacity -related Issues, Including assessing impacts of proposed new developments ("sewer studies"), evaluating "what -If" scenarios related to proposed new sewer pipelines, and updating the model and capacity assessment based on permanent changes, Scope of Work The tasks included in Woodard & Curran's scope of services are described below. Task f — Model uvafuatlons Under this task, Woodard & Curran will run the model (or expand the model to include previously unmodoled sewers) as requested bydiD City to: 1) Assess the impact on sewer capacity of proposed development projects and determine where additional capacity would be required (e.g., increased pipe size or larger pump station capacity) If needed to handle Increased flows caused by the now developments; 2) Evaluate "whaWf scenarios related to proposed now or improved sewer pipelines or pump slatlons; or 3) Update the model and capacity assessment based on permanent changes In the sower system For each analysis, Woodard & Curran will prepare a brief technical memorandum (TM) summarizing the model assumptions and results, along with appropriate figures (8,g, model - generated hydraulic profiles or thematic maps showing potential surcharge), Deliverables: o Model run assumptions and results TM Woodard & Curran -1- 9/27198 Assumptions; The City will provide required data to conduct analyses. For proposed developments, this will include development location, proposed connection point to sewer system, and development details (e.g,, number and type of dwelling units, square footage and type of commercial building floor space, etc,), For proposed system changes, this will Include Information such as alignment and size of proposed sewer pipelines or plans and operational specifications for pump station improvements. Task 2 — Project Manauament and Cgordination Woodard & Curran will monitor project budget, prepare invoices, and communicate with the City by telephone and e-mail regarding project status and issues, A 1 -year contract period Is assumed. Woodard & Curran will track costs under a separate subtask for each model evaluation associated with a developer project so that the City can determine appropriate costs to be charged to developer. AssurgptloD8 Any required meetings are assumed to be Included as part of the model evaluations under Task 1. Fee Estimate and Budget Woodard & Curran will provide a fee estlmato for every model request received from the City. The fee estimate will include hours for modeling, analysis and reporting work conducted for each request. The total budget Is $25,000 per year. Woodard & Curran -2- 9/27/18 N-2019-012 WOOD&CU-01 VSANTOSUOS O CERTIFICATE OF LIABILITY INSURANCE DA12104/2018 12/0412018 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 Ames & Gough 859 Willard Street Suite 320 CONTACT NAME: PHONE INC, No, Ext): (617) 328-6555 ac, Ne:(617) 328-6888 ADDRESS: boston@amesgough.com Quincy, MA 02169 _INSURER(S) AFFORDING COVERAGE NNC # INSURER A: Continental Casualty COM an CNA A XV 20443 INSURED INSURER a : National Fire Insurance Company of Hartford AM) 20478 INSURER C : Transportation Insurance Company A X 20494 Woodard & Curran, Inc. INSURER D, 2175 N. California Blvd., Suite 315 Walnut Creek, CA 94596 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: RFVLCIr1N M"MRFR- 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 JJ IL TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS A NI1tiENEIFAL LIASILITY CLAIMS -MADE X OCCUR6014561812 X 0212312018 02&2Ii2019 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED 5pg gpg PREMISES Ea oc une ce $ MED EXP (My one erson $ 15,000 PERSONAL &ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER POLICY [ X] %ef FX] LOC GENERALAGGREGATE 2'000,000 PRODUCTS - COMP/OP AGG 2,000,000 OTHER: B AUTOMOBILELIABILITY X ANY AUTO OWNED F7 SCHEDULED AUTOS ONLY AUTOS 6014561843 02123/2018 02/2312019 CEOM�BI tlEeDISINGLE LIMIT $ 1,000,000 BODILY INJURY Per erson $ BODILY INJURY Per accident $ ( AMAGE $ Pe�acciTy AUTOS ONLY AN OSONLO UMBRELLA LIAR OCCUR EACH OCCURRENCE $ AGGREGATE EXCESS LIAB CLAIMS -MADE DED RETENTION$ C WORKERS COMPENSATION OMP N A TIONY YIN AND AAqNYppPROPRIETOR/PARTNER/EXECUTIVE FF.I.1 abryl NH)EXCLUDEDI ❑N 'Yesdescnbe under DESCRIPTION OF OPERATIONS below NIA 6017075447 02123/2018 02/23/2018 X STA E OTRH- E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYE $ 1,000,000 EL DISEASE -POLICY LIMIT $ 1,000,000 A Profe3siontif Lt.b 114135520 0212312018 02123/2019 Per Claim 1,000,000 A 114135520 0212312018 0212312019 Aggregate 2,000,000 DESCRIPTION OF OPERATIONS) LOCATIONS) VEHICLES IACORD 101, Addllbnal Remarks Schedule, ma be attached ifmore space is required) If Al box is checked, GL Endorsement Form# CNA75079XX, Auto Endt Form# SCA21500D to the extent provided therein applies and all coverages are in accordance with the policy terms and conditions. The City of Santa Ana, its officers, employees, agents, volunteers and representatives shall be included as additional insured with respects to General Liability where required by written contract. General Liability is primary and Non-contributory as required per written contract. A 30 Day Notice of Cancellation is provided in accordance with the policy terms and conditions. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City Ana of Santa THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Executive Director, Public Works Agency ACCORDANCE WITH THE POLICY PROVISIONS. 20 Civic Center Plaza (m-21) P.O. Box 1988 AUTHORIZED REPRESENTATIVE ,n..s Santa Ana, CA 92702 ft: 0 iUR ACORD 25 (2016/03) ©1988.2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD S1. �ket Additional Insures! -Owners, Lessees or p GE Contractors -with Products -Completed Qperations Coverage Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: 1. The WHO IS AN INSURED section is amended to add as an Insured any person or organization whom the Named Insured is required by written contract to add as an additional insured on this coverage part, including any such person or organization, if any, specifically set forth on the Schedule attachment to this endorsement. However, such person or organization is an Insured only with respect to such person or organization's liability for: A. unless paragraph B. below applies, 1. bodily injury, property damage, or personal and advertising injury caused in whole or in part by the acts or omissions by or on behalf of the Named Insured and in the performance of such Named Insured's ongoing operations as specified in such written contract; or 2. bodily injury or property damage caused In whole or In part by your work and included in the products -completed operations hazard, and only if a. the written contract requires the Named Insured to provide the additional insured such coverage; and b. this coverage part provides such coverage. S. bodily injury, property damage, or personal and advertising Injury arising out of your work described in such written contract, but only if: 1. this coverage part provides coverage for bodily Injury or property damage included within the products completed operations hazard; and 2. the written contract specifically requires the Named Insured to provide additional insured coverage under the 11-85 or 10-01 edition of CG2010 or the 10.01 edition of CG2037. II. Subject always to the terms and conditions of this policy, including the limits of Insurance, the Insurer will not provide such additional insured with: A. coverage broader than required by the written contract; or B. a higher limit of insurance than required by the written contract. Ill. The Insurance granted by this endorsement to the additional insured does not apply to bodily Injury, property damage, or personal and advertising injury arising out of: A. the rendering of, or the failure to render, any professional architectural, engineering, or surveying services. including: 1, the preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, Heid orders, change orders or drawings and specifications; and 2. supervisory, inspection, architectural or engineering activities; or B. any premises or work for which the additional insured is specifically listed as an additional Insured on another endorsement attached to this coverage part. IV. Notwithstanding anything to the contrary in the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS, the Condition entitled Other Insurance, this insurance is excess of all other insurance available to the additional insured whether on a primary, excess, contingent or any other basis. However, if this insurance Page 1 of 2 dorsement No: N/A Effective Date: Insured Name: 02/23/2018 Copyright CNA All Rights Reserved. Includes copyrighted mated,[ of Insutsncs Services office, Inc., with Its pennlsslon, CNA of �Bianket Additional Insured - Owners, Lessees or P Contractors - with Products -Completed Operations Coverage Endorsement is required by written contraat to be primary and non-corridbutory this insurance will be primary and non- contributory relative solely to insurance on which the additional insured is a named insured. V. Solely with respect to the insurance granted by this endorsement, the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: The Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended with the addition of the following: Any additional insured pursuant to this endorsement will as soon as practicable: 1. give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim; 2, except as provided in Paragraph IV, of this endorsement, agree to make available any other insurance the additional insured has for any loss covered under this coverage part; S. send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in the investigation, defense, or settlement of the claim; and 4. tender the defense and indemnity of any claim to any other insurer or self insurer whose policy or Program applies to a loss that the Insurer covers under this coverage part. However, if the written contract requires this insurance to be primary and non-contributory, this paragraph (4) does not apply to Insurance on which the additional insured is a named Insured. The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the insurer receives written notice of a claim from the additional Insured. VI. Solely with respect to the insurance granted by this endorsement, the section entitled DEFINITIONS 1s amended to add the following definition: Written contract means a written contract or written agreement that requires the Named Insured to make a person or organization an additional insured on this coverage part, provided the contract or agreement: A. is currently in effect or becomes effective during the term of this policy; and B. was executed priarto: 1. the bodily injury or property damage; or 2. the offense that caused the personal and advertising Injury for which the additional Insured seeks coverage. Any coverage granted by this endorsement shall apply solely to the extent permissible by law. 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 effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. UNH/b fMA(n-7a) Page 2 of 2 dorsement No: N/A Effective Date insured Name: 02/23/2015 Copyright aNAAll Rights Reserved. Includes wpyrlghted tmtedal of Insuma Services office, Inc, wtth Its permeelon CAVA Policy # 6014561812 General Liability Efl 2/23/2018 Notice of Cancellation to Certificateholders It is understood and agreed that: If the Named Insured has agreed under written contract to provide notice of cancellation to a party to whom the Agent of Record has issued a Certificate of Insurance, and if the Insurer cancels a policy term described on that Certificate of Insurance for any reason other than nonpayment of premium, then notice of cancellation will be provided to such Certificate holders at least 30 days in advance of the date cancellation is effective. The number of days for such notice for nonpayment of premium will be 10 days. If notice is mailed, then proof of mailing to the last known mailing address of the Certificate holder on file with the Agent of Record will be sufficient to prove notice. Any failure by the Insurer to notify such persons or organizations will not extend or invalidate such cancellation, or impose any liability or obligation upon the Insurer or the Agent of Record. REV WED Y: P GE y OF �- - CNA87741XX (12-16) © CNA All Rights Reserved, Page 1 of 1 CNA Policy# 6017075447 CA WC Eff:zi2sizots Notice of Cancellation to Certificateholders It is understood and agreed that: If the Named Insured has agreed under written contract to provide notice of cancellation to a party to whom the Agent of Record has issued a Certificate of Insurance, and if the Insurer cancels a policy term described on that Certificate •sof Insurance for any reason other than nonpayment of premium, then notice of cancellation will be provid4d to such .,certificate holders at least 30 days in advance of the date cancellation is effective. The number of daysfor such notice for nonpayment of premium will be 10 days. If notice is mailed, then proof of mailing to the last known mailing address of the Certificate holder on file with the Agent of Record will be sufficient to prove notice. Any failure by the Insurer to notify such persons or organizations will not extend or invalidate such cancellation, or impose any liability or obligation upon the Insurer or the Agent of Record. REV ED Y: PA s O F---�;-- CNA87741XX (12-16) © CNA All Rights Reserved. Page 1 of 1 cy# CMA Effi2/2 /2018 1843 BAUTO Eff: 2/23/2018 Notice of Cancellation to Certificateholders It is understood and agreed that: If the Named Insured has agreed under written contract to provide notice of cancellation to a party to whom the Agent of Record has Issued a Certificate of Insurance, and if the Insurer cancels a policy term described on that Certificate of Insurance for any reason -other than nonpayment of premium, then notice of cancellation will be provided to such Certificate holders at least 30 days in advance of the date cancellation is effective. The number of days for such notice for nonpayment of,premium will be 10 days. If notice is mailed, then proof of mailing to the last known mailing address of the Certificate holder on file with the Agent of Record will be sufficient to prove notice. Any failure by the Insurer to notify such persons or organizations will not extend or invalidate such cancellation, or impose any liability or obligation upon the Insurer or the Agent of Record. REV Ep y. - PAGE -4 - :PAGES OF CNA87741XX (12-16) 0 CNA All Rights Reserved. Page 1 of 1