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2200 - Spectrum Management Services - Zapopan Park Improvement Construction Management ServicesMU M PROFESSIONAL SERVICES AGREEMENT ZAPOPAN PARK IMPROVEMENTS PROJECT — CONSTRUCTION MANAGEMENT SERVICE (SPECTRUM MANAGEMENT SERVICES, LLC) PARTIES AND DATE. This Agreement is made and entered into this 27 day of ,,' 2014 (Effective Date) by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 ( "City ") and Spectrum Management Services, LLC with its principal place of business at 4181 Latham Street, Suite 100, Riverside, CA 92501 ( "Consultant "). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing construction management services to public clients, is licensed in the State of California and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to render such construction management services for the Zapopan Park Improvements Project ('Project "), also referred to as "Services" as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional construction management SPECTRUM MANAGEMENT, LLC Page 2 of 10 services necessary for the Project, herein referred to as "Services ". The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term: The term of this Agreement shall be from the Effective Date shown above to December 31, 2016 unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the term of this agreement is necessary to complete the Services 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor: The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services: Consultant shall perform the Services expeditiously, within the term of this Agreement. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements: All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel: Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the SPECTRUM MANAGEMENT, LLC Page 3 of 10 Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. 3.2.5 City's Representative: The City hereby designates the City Engineer, or his or her designee, to act as its representative for the performance of this Agreement ( "City's Representative "). City's Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Consultant's Representative: Consultant will designate a designee to act as its representative for the performance of this Agreement ( "Consultant's Representative "). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his /her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services: Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees: Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. 3.2.9 Laws and Regulations: Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal /OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. SPECTRUM MANAGEMENT, LLC Page 4 of 10 3.2.10 Insurance: Consultant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit B attached to and part of this agreement. 3.2.11 Safety: Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement and shall not exceed Twenty -Five Thousand Dollars ($ 25,000.00). Extra Work may be authorized in writing, as described below, and will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment and Compensation: Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses: Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work: At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 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 1600, 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 are being performed as part of an SPECTRUM MANAGEMENT, LLC Page 5 of 10 applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft; classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. 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. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection: Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination: City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination: If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents/ Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services: In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: SPECTRUM MANAGEMENT, LLC Page 6 of 10 CONSULTANT: Spectrum Management, LLC 4181 Latham Street, Suite 100 Riverside, CA 92501 Attn: Mr. Jose Gonzalez Phone: (951) 788 -0703 CITY: City of Rosemead P.O. Box 399 Rosemead, CA 91770 Attn: Rafael Fajardo, P.E. — City Engineer Phone: (626) 569 -2151 Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property: 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 prepared by design professionals other than Consultant or 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. 3.5.3.2 Confidentiality: All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television SPECTRUM MANAGEMENT, LLC Page 7 of 10 or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts: The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees: If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.6 Indemnification: To the fullest extent permitted bylaw, Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or relating to any negligence, errors or omissions, recklessness, or willful misconduct of Consultant, its officials, officers, employees, agents, and Consultants arising out of or in connection with the performance of the Consultant's Services, including without limitation the payment of all consequential damages, expert witness fees, and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents, or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents, and /or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, official's officers, employees, agents, or volunteers. 3.5.7 Entire Agreement: This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.8 Governing Law: This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence: Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants: City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns: This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer: Consultant shall not assign, hypothecate, or SPECTRUM MANAGEMENT, LLC Page 8 of 10 transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 15.13 Construction; References; Captions: Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment; Modification: No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver: No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries: There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests: Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicitor secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City's Filing Officer as required understate law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.19 Equal Opportunity Employment: Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, SPECTRUM MANAGEMENT, LLC Page 9 of 10 ancestry, sex or age. Such non - discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification: By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement: Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts: This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 16.1 Prior Approval Required: Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. [Signatures on next page] SPECTRUM MANAGEMENT, LLC Page 10 of 10 CITY OF ROSEMEAD B 4 l� Jeff Allred, City Manager Date Attest: 4 City Clerk Date Approve as to Form: 4 the H. ih an Date City of Rosemead B y : ��t Date Name: Al - L-- Title: �zvv '� [If. Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONSULTANT REQUIRED] M Date Name: Title: SPECTRUM MANAGEMENT, LLC 10 711 -3kre1 SCOPE OF SERVICES SEE REQUEST FOR PROPOSAL (RFP) AND CONSULTANT'S PROPOSAL A -1 April 14, 2016 City of Rosemead Public Works Department ATTN: Rafael Fajardo PE Proposal for: Construction Management Services for: City of Rosemead Zapopan Park Improvements Dear Mr. Fajardo: Thank you for the opportunity to provide you with our proposal for Construction Management Services for the construction improvements of the Zapopan Park project. The project consists in the installation of an eight (8) feet wide synthetic pedestrian trail, approximate 1/3 of a mile, replacement of existing restroom, renovation of existing basketball court, construction of a new sand volleyball, new landscape and irrigation other related work as described in the Plans, Specifications, and Contract Documents. It is anticipated approximate 2 -3 hours per day or as needed Fee Chart Category Hourly Rate Construction Inspection $88.00 *The above pricing is based on scope ofwork to be mutually agreed upon both parties on an hourly bases Not to Exceed $25,000.00 (Twenty Five thousand dollars). Qualifications: With our extensive experience working for Public Works Agencies, Spectrum Management Services (SMS) understands the importance of providing a facility that best service to meet the client's project goals. Our Construction Managers and support staff will use their prior knowledge of working with other similar Agencies to ensure a successful project. We are confident that the quality of our staff and our understanding of the various project elements can help the City of Rosemead successfully complete this project. _ L If you have any questions regarding this proposal, please feel free to cent'ct us. - � e 1 10 d Tublic'Works Department Best regards, Engineering Division Rcei d o _ D a: oyl� l16 Jose Gonz e Executive Director Approved Denier( Spectrum Management Services 4181 Latham Street Suite 100, Riverside, CA 92501 ♦ (951) 788 -0703 Phone ♦ (951) 788 -1517 Fax SPECTRUM MANAGEMENT, LLC EXHIBIT B INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Consultant agrees to amend, supplement or endorse the existing coverage to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Consultant shall provide the following types and amounts of insurance: Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less that $1,000,000 per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Consultant or Consultant's employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. Workers Compensation on a state - approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident or disease. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum $25,000 self- insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is determined, not requiring actual payment by the insured first. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Consultant, subconsultants or others involved in the Work. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $1,000,000.00 per occurrence. ME SPECTRUM MANAGEMENT, LLC Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Insurance procured pursuant to these requirements shall be written by insurers that are licensed carriers in the state of California and with an A.M. Bests rating of A- orbetterand a minimum financial size VII. General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: 1. Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Consultant and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so- called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. M SPECTRUM MANAGEMENT, LLC 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self insurance available to City. 10. Consultant agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11. Consultant agrees not to self- insure or to use any self- insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self- insure its obligations to City. If Consultant's existing coverage includes a deductible or self- insured retention, the deductible or self- insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or self- insured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. La- SPECTRUM MANAGEMENT, LLC 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non - compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15. Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and /or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17. The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all - inclusive. 19. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or SPECTRUM MANAGEMENT, LLC Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. M A ` C 40R �® `..� CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/YVYV) 3/14/2016 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 Millennium Corporate Solutions License # OC13480 5530 Trabuco Road Irvine CA 92620 CONTACT NAME' Chawki- Hechara NAME: PH C No E t' (949) 857 -4500 J No (999)557 -4500 EMAIL ADDRE annette @mcsins.com SS; INSURER(S) AFFORDING COVERAGE NAIC# INSURER A .Vallev Forge Insurance Company 20508 INSURED Spectrum Management Services a Division of Hal Hays Construction, Inc. 4181 Latham Street Riverside CA 92501 INSURER B:Continental Casualty Company 20443 INSURERC:Catlin Specialty Insurance Company 15989 INSURERDAGCS Marine Insurance Compariv 22837 INSURER E: $ 1,000,000 INSURERF: CLAIMS -MADE 1XI OCCUR COVERAGES CERTIFICATE NUMBER:15 -16 AI HHCI 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 Lm TYPED INSURANCE AODL IN SUBR POLICY NUMBER POLICY EFF MM /DD1Y1'YY POLICY EXP MMIOO/YYVV LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A CLAIMS -MADE 1XI OCCUR DAMAGE TORENTED PREMISES fE a occurrence $ 500,000 MED EXP(My one parson) $ 15,000 5095056830 11/1/2015 11/1/2016 PERSONAL& ADV INJURY $ 1,000,000 GENT AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY r7X JED DLOC PRODUCTS - COMP/OPAGG $ 2,000,000 $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ 1,000,000 X BODILY INJURY (Per person) $ B ANY AUTO ALL OWNED SCHEDULED AUTOS NON -OWNED HIRED AUTOS X AUTOS 6014429570 11/1/2015 11/1/2016 BODILY INJURY (Per accitlen[) $ X PROPERTY DAMAGE Per acid.nt $ $ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10,000 000 A EXCESS LIAB CLAIMS -MADE DED I X I RETENTION$ 10,000 $ 1 6014429553 11/1/2015 11/1/2016 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ECUTIVE V� STATUTE ORH E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYE $ OFFICER/ME EXCLUDED? (Mandatory in NH) NIA E.L. DISEASE - POLICY LIMIT $ If yes, describe under DESCRIPTION OF OPERATIONS below C Professional &Pollution Liab CPL- 198353 -1116 11/1/2015 11/1/2016 Each Claim /Aggregate $3,000,000 D Leased &Owned Contract Equip MXT 93011459 11/1/2015 11/1/2016 Limit of Insurance $4,009,954 DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) Re: All operations of the named insured for the certificate holder City of Rosemead, its officials, employees and agents, where required by written contract, are named additional insured with primary wording and waiver of subrogation as respects General Liability per the attached endorsements. [Replaces certificate dated 10/21/151 roortclrn'rc HOL CANCELLATION ACORD 25 (2014101) INSC 25 00141111 ©1988 -2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Rosemead PO Box 399 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Rosemead, CA 91770 AUTHORIZED REPRESENTATIVE A Chawki- Bechara /ACB LAi7f�Ir2.Y.a <� ACORD 25 (2014101) INSC 25 00141111 ©1988 -2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ��� Policy No. 5095056830 Effective: 11/1/2015 CONTRACTORS' GENERAL LIABILITY EXTENSION ENDORSEMENT G- 18652 -J (Ed. 07 -12) It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. The changes this endorsement makes do not apply with respect to any coverage that has been excluded or amended by another endorsement attached to this policy. SCHEDULE Coverage is summarized below. For particulars and limitations affecting each coverage, please refer to the corresponding policy provisions in the body of this endorsement. 1. Addition aFinsureds Se'vera additional.insurecl extensions 2. Bodily Injury — Expanded Definition 3. Broad Knowledge of Occurrence/ Notice of Occurrence 4. Broad Named Insured 5. Broadened Liability Coverage For Damage To "Your Product" And "Your Work" Limit: $100,000. 6. Contractual Liability — Railroads Expanded definition of "insured contract." 7. Contractual Liability For Personal And Advertising Injury 8. Electronic Data Liability Loss of Electronic Data Limit: $100,000. 9. Expanded Personal And Advertising Injury - Discrimination Or Humiliation 10. Expected Or Intended Injury Reasonable force — "bodily injury" or "property damage." 11. General Aggregate Limits Of Insurance - Per Project 12. In Rem Actions 13. Incidental Health Care Malpractice Coverage 14. Joint Ventures /Partnership /Limited Liability Companies Coverage for your interest in such terminated or ended organizations. 15. Legal Liability/Alienated Premises /Borrowed Equipment Coverage Extended perils. Default limit increased to $500,000 for Damage to Premises Rented To You. $25,000 limit for "property damage" to borrowed tools or equipment at a jobsite. 16. Liberalization Clause 17. Liquor Liability Coverage Extension 18. Medical Payments Limits increased to $15,000. Reporting increased to three years from the date of accident. 19. Non -owned Aircraft Coverage 20. Non -owned Watercraft Increased to 75 feet. 21. Primary And Non - Contributory To Other Insurance 22. Property Damage - Elevators 23. Supplementary Payments Cost of bail bonds increased to $5,000. Daily loss of earnings increased to $1,000. 24. Unintentional Failure To Disclose Hazards 25 11Varverofubrogatton Blanked Waiver of dubrogetion.wTfere�required by written contrast or written agreeriienti ,- 26. Wrap -Up Extension G- 18652 -J (Ed. 07 -12) Page 1 of 12 Copyright, CNA All Rights Reserved. CNA 1. ADDITIONAL INSURED SECTION II — WHO IS AN INSURED is amended to include as an insured any person or organization (called additional insured) described in paragraphs A. through G. below whom you are required to add as an additional insured on this policy under a written contract or written agreement, provided the written contractor written agreement: i. Is currently in effect or becomes effective during the term of this policy; and ii. Was executed prior to the "bodily injury," "property damage" or "personal injury and advertising injury" for which the additional insured seeks coverage. However, we will not provide the additional insured any broader coverage or any higher limit of insurance than the least that is: a. The maximum permitted by law; b. Required in the written contract or written agreement; c. Afforded to you under this policy; or d. Described in the applicable paragraphs A. through G. below. A. Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: 1. Their financial control of you; or 2. Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for such additional insured. B. Co -owner of Insured Premises A co -owner of a premises co -owned by you and covered under this insurance but only with respect to the co- owner's liability as co -owner of such premises. C. Lessor - Equipment 1. Any person or organization from whom you lease equipment, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. G- 18652 -J (Ed. 07 -12) Page 2 of 12 G- 18652 -J (Ed. 07 -12) 2. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. D. Lessor - Land An owner or other interest from whom land has been leased by you but only with respect to liability arising out of the ownership, maintenance or use of that specific part of the land leased to you and subject to the following additional exclusions: This insurance does not apply to: 1. Any "occurrence" which takes place after you cease to lease that land; or 2. Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. E. Lessor - Premises A manager or lessor of premises but only with respect to liability arising out of the ownership, maintenance or use of that specific part of the premises leased to you and subject to the following additional exclusions: This insurance does not apply to: 1. Any "occurrence" which takes place after you cease to be a tenant in that premises; or 2. Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. F. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver but only with respect to their liability as mortgagee, assignee, or receiver and arising out of the ownership, maintenance, or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. G. State or Governmental Agency or Subdivision or Political Subdivisions A state or governmental agency or subdivision or political subdivision subject to the following provisions: 1. This insurance applies only with respect to the following hazards for which the state or governmental agency or subdivision or political subdivision has issued a permit or authorization in connection with premises Copyright, CNA All Rights Reserved. L you own, rent, or control and to which this insurance applies: a. The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or b. The construction, erection, or removal of elevators; or c. The ownership, maintenance or use of any elevators covered by this insurance. 2. This insurance applies only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit or authorization. 3. This insurance does not apply to a. "Bodily injury," "property damage" or "personal and advertising injury" arising out of operations performed for the federal government, state or municipality; or b. "Bodily injury" or "property damage" included within the "products- completed operations hazard." A governmental permit which requires you to add the governmental entity as an additional insured will trigger this Provision 1. as if the permit were a written contract. 2. BODILY INJURY— EXPANDED DEFINITION SECTION V — DEFINITIONS, the definition of "bodily injury" is changed to read: "Bodily injury" means bodily injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the bodily injury, sickness or disease. 3. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE Condition 2. Duties in The Event of Occurrence, Offense, Claim or Suit of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE G- 18652 -J (Ed. 07 -12) You must give us or our authorized representative notice of an "occurrence," offense, claim, or "suit" only when the "occurrence," offense, claim or "suit" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) An executive officer or the employee designated by you to give such notice, if you are a corporation; or (4) A manager, if you are a limited liability company. B. NOTICE OF OCCURRENCE Your rights under this Coverage Part will not be prejudiced if you fail to give us notice of an "occurrence," offense, claim or "suit" and that failure is solely due to your reasonable belief that the "bodily injury" or "property damage" is not covered under this Coverage Part. However, you shall give written notice of this "occurrence," offense, claim or "suit" to us as soon as you are aware that this insurance may apply to such "occurrence," offense claim or "suit." 4. BROAD NAMED INSURED A. Any subsidiary or affiliate organization, other than a partnership, joint venture or limited liability company, in which a Named Insured specifically shown in the Declarations has management control, directly or through one or more subsidiary organizations, at the time of loss will qualify as a Named Insured but only if there is no other similar insurance available to such organization, nor similar insurance which would be available but for exhaustion of its limits. For the purpose of this provision, similar insurance means general liability or equivalent insurance, no matter whether its coverage is broader or narrower than that provided by this insurance. But if the only other similar insurance is for a "consolidated (wrap -up) program," then a subsidiary that qualifies as a Named Insured on such project- specific insurance can still qualify as a Named Insured on this insurance, but not for projects covered by the "consolidated (wrap -up) program." [Please see Item 26.C. of this endorsement for the definition of "consolidated (wrap -up) program. "] B. This endorsement does not apply to any organization for which coverage is excluded by another endorsement attached to this policy. C. Only for the purpose of this endorsement G-1 8652-J (Ed. 07 -12) Page 3 of 12 Copyright, CNA All Rights Reserved. CJVA 1. Management control means a. Ownership interest representing more than 50% of the voting, appointment, or designation power for the subsidiary organization's governing body; or b. Having the right, pursuant to a written contract, or pursuant to the by -laws, charter, operating agreement, or similar document of a specifically shown Named Insured or controlled subsidiary organization to select, appoint, or designate a majority of the subsidiary organization's governing body. Such contract or document must have been created prior to the time of loss; or c. Having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer and sell property held by a trust. 2. Governing body means the Board of Directors of a corporation. 3. Loss means: a. The occurring of the "bodily injury" or "property damage"; or b. The committing of the offense that caused the "personal and advertising injury." D. The insurance provided by this policy applies to Named Insureds when trading under their own names, or under such trading names or doing - business-as (DBA) names as any should choose to employ. 5. BROADENED LIABILITY COVERAGE FOR DAMAGE TO "YOUR PRODUCT" AND "YOUR WORK" I. Damage to Your Work G- 18652 -J (Ed. 07 -12) "Property damage" to "your work" arising out of it, or any part of it and included in the "products - completed operations hazard." This exclusion does not apply: (1) If the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor; or (2) If the cause of loss to the damaged work arises as a result of: (a) Fire; (b) Smoke; (c) Collapse; or (d) Explosion. B. The following paragraph is added to SECTION III — LIMITS OF INSURANCE: Subject to S. above, $100,000 is the most we will pay under Coverage A for the sum of damages arising out of any one "occurrence" because of "property damage" to "your product" and "your work" that is caused by fire, smoke, collapse or explosion and is included within the "product- completed operations hazard." This sublimit does not apply to "property damage" to "your work" if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. C. This Provision 5. Broadened Liability Coverage For Damage To "Your Product" And "Your Work" does not apply if an endorsement of the same name is attached to this policy. 6. CONTRACTUAL LIABILITY — RAILROADS A. Under SECTION I — COVERAGE A — BODILY With respect to operations performed within 50 feet INJURY AND PROPERTY DAMAGE of railroad property, the definition of "insured LIABILITY, Paragraph 2. Exclusions is amended contract" in SECTION V — DEFINITIONS is to delete exclusions k. and 1. and replace them replaced by the following: with the following: [This insurance does not apply to:] k. Damage to Your Product "Property damage" to "your product" arising out of it, or any part of it except when caused by or resulting from: (1) Fire; (2) Smoke; (3) Collapse; or (4) Explosion. G- 18652 -J (Ed. 07 -12) Page 4 of 12 "Insured Contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract "; b. A sidetrack agreement; c. Any easement or license agreement; Copyright, CNA All Rights Reserved. CNA d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 7. CONTRACTUAL LIABILITY FOR PERSONAL AND ADVERTISING INJURY Under SECTION I — COVERAGE B — PERSONAL AND ADVERTISING INJURY LIABILITY, Paragraph 2. Exclusions is amended to delete exclusion e. Contractual Liability. This provision 7. does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. 8. ELECTRONIC DATA LIABILITY A. Under SECTION I — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE, Paragraph 2. Exclusions is amended to delete exclusion p. Electronic Data and replace it with the following: [This insurance does not apply to:] p. Electronic Data G-1 8652-J (Ed. 07 -1 Page 5 of 12 G- 18652 -J (Ed. 07 -12) Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data" that does not result from physical injury to tangible property. However, this exclusion does not apply to liability for damages because of "bodily injury." B. The following paragraph is added to SECTION III — LIMITS OF INSURANCE: Subject to 5. above, $100,000 is the most we will pay under Coverage A for all damages arising out of any one "occurrence" because of "property damage" that results from physical injury to tangible property and arises out of "electronic data." C. The following definition is added to the SECTION V — DEFINITIONS: "Electronic data" means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software (including systems and applications software), hard or floppy disks, CD -ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. D. For the purposes of the coverage provided by this endorsement, the definition of "property damage" in SECTION V — DEFINITIONS is replaced by the following: 17. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the "occurrence" that caused it; or c. Loss of, loss of use of, damage to, corruption of, inability to access, or inability to properly manipulate "electronic data," resulting from physical injury to tangible property. All such loss of "electronic data" shall be deemed to occur at the time of the "occurrence" that caused it. For the purposes of this insurance, "electronic data" is not tangible property. E. If Electronic Data Liability is provided at a higher limit by another endorsement attached to this Copyright, CNA All Rights Reserved. CNA policy, then the $100,000 limit provided by this Provision 8. Electronic Data Liability is part of, and not in addition to, that higher limit. 9. EXPANDED PERSONAL AND ADVERTISING INJURY - DISCRIMINATION OR HUMILIATION A. SECTION V— DEFINITIONS is amended to add the following to the definition of "Personal and advertising injury": h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by or at the direction of: (a) The insured; or (b) Any "executive officer," director, stockholder, partner, member or manager (if you are a limited liability company) of the insured; and (2) Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or persons by any insured. B. Under SECTION I — COVERAGE B — PERSONAL AND ADVERTISING INJURY LIABILITY, Paragraph 2. Exclusions is amended to add the following additional exclusions: [This insurance does not apply to:] Discrimination Relating To Room, Dwelling or Premises "Personal or advertising injury" caused by discrimination directly or indirectly related to the sale, rental, lease or sub -lease or prospective sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured. Fines Or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. This provision 9. does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. 10. EXPECTED OR INTENDED INJURY G-1 8652-J (Ed. 07 -12) Intended Injury and replace it with the following: [This insurance does not apply to:] a. Expected or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. 11. GENERAL AGGREGATE LIMITS OF INSURANCE - PER PROJECT A. For each construction project away from premises you own or rent, a separate Construction Project General Aggregate Limit, equal to the amount of the General Aggregate Limit, is the most we will pay for the sum of: 1. All damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products- completed operations hazard ": and 2. All medical expenses under Coverage C , that arise from 'occurrences" or accidents which can be attributed solely to ongoing operations at that construction project. Such payments shall not reduce the General Aggregate Limit shown in the Declarations, nor the Construction Project Aggregate Limit of any other construction project. B. All: 1. Damages under Coverage B, regardless of the number of locations or construction projects involved; 2. Damages under Coverage A, caused by "occurrences" 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 C caused by accidents which cannot be attributed solely to ongoing operations at a single construction project, Under SECTION I — COVERAGE A — BODILY will reduce the General Aggregate Limit shown INJURY AND PROPERTY DAMAGE in the Declarations. LIABILITY, Paragraph 2. Exclusions is amended to delete exclusion a. Expected or G- 18652 -J (Ed. 07 -12) Page 6 of 12 Copyright, CNA All Rights Reserved CNA C. The limits shown in the Declarations for Each Occurrence, for Damage To Premises Rented To You and for Medical Expense continue to apply, but will be subject to either the Construction Project Aggregate Limit or the General Aggregate Limit, depending on whether the "occurrence" can be attributed solely to ongoing operations at a particular construction project. D. 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," regardless of the number of locations involved will reduce the Products - Completed Operations Aggregate Limit shown in the Declarations. E. If a single construction project away from premises owned by or rented to the insured has been 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. F. The provisions of SECTION III — LIMITS OF INSURANCE not otherwise modified by this endorsement shall continue to apply as stipulated. 12. IN REM ACTIONS Any action in rem against any vessel owned or operated by or for you, or chartered by or for you will be treated in the same manner as though the action were in personam against you. In rem is a term used to designate actions instituted against the thing, as distinct from actions against the person, which are said to be in personam. 13. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE A. With respect only to "bodily injury" that arises out of a "health care incident," COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE LIABILITY OF SECTION I — COVERAGES is amended to replace Insuring Agreement Paragraphs 1.b.(1) and 1.b.(2) with the following: b. This insurance applies to "bodily injury" only if you are not in the business of providing professional health care services, and only if: (1) The "bodily injury" is caused by an "occurrence" that takes place in the "coverage territory." For the purpose of this insurance: G-1 8652-J (Ed. 07 -12) (a) "Bodily injury" caused by a "health care incident" will be considered caused by an "occurrence'; and (b) All acts, errors or omissions that are logically connected by any common fact, circumstance, situation, transaction, event, advice or decision will be considered to constitute a single "occurrence'; (2) The "bodily injury" occurs during the policy period. All "bodily injury" arising from an "occurrence" will be deemed to have occurred at the time of the first act, error, or omission that is part of the "occurrence "; and B. With respect only to the insurance provided by this Provision 13., Exclusion 2.e. Employer's Liability of SECTION I — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE, is amended to append the following: Only for "bodily injury" not covered by other liability insurance (including state - sanctioned self insurance) available to the insured (or which would be available but for exhaustion of its limits), this exclusion does not apply to "bodily injury" that arises out of a "health care incident." C. SECTION V — DEFINITIONS is amended to add the following new definition: "Health care incident" means a negligent act, error or omission by your "employees" or "volunteer workers" working on your behalf in the rendering of or failure to render professional health care services in any of the following capacities, or the related furnishing of food, beverages, medical supplies or appliances: a. Physician; b. Nurse; c. Emergency medical technician; d. Paramedic; e. Chiropractor; f. Dentist; g. Athletic trainer; h. Audiologist; I. Physical therapist; J. Psychologist; k. Speech therapist; I. Other allied health professional; or G- 18652 -J (Ed. 07 -12) Page 7 of 12 Copyright, CNA All Rights Reserved. CNA m. Provider of first aid or Good Samaritan services rendered in an emergency and for which no payment is demanded or received. D. SECTION I — COVERAGE A— BODILY INJURY AND PROPERTY DAMAGE, Paragraph 2. Exclusions is amended to add the following additional exclusions. These new exclusions apply only to this Incidental Health Care Malpractice Coverage: [This insurance does not apply to:] Dishonesty or Crime Any dishonest, criminal or malicious act, error or omission. Clinical Trials / Product Testing Acts, errors or omissions that occur in the course of human clinical trials or product testing. Medicare /Medicaid Fraud Medicare or Medicaid fraud or abuse. Services Excluded by Endorsement Any "health care incident" for which coverage is excluded by endorsement. E. SECTION V— DEFINITIONS is amended to add the following subparagraph to Paragraph f. of the definition of "insured contract ": Paragraph f. does not include that part of any contract or agreement: (4) Under which you assume another's tort liability for "bodily injury" arising out of the rendering of or failure to render professional health care services. F. SECTION II — WHO IS AN INSURED is amended to add the following provisions: 1. Your "employees" are insureds with respect to: a. "bodily injury" to a co- while in the course of the co-"employee's" employment by you or while performing duties related to the conduct of your business; and b. "bodily injury" to a "volunteer worker" while performing duties related to the conduct of your business; when such "bodily injury" arises out of a "health care incident." 2. Your "volunteer workers" are insureds with respect to: G- 18652 -J (Ed. 07 -12) a. "bodily injury" to a co-"volunteer worker" while performing duties related to the conduct of your business; and b. "bodily injury" to an "employee" while in the course of the "employee's" employment by you or while performing duties related to the conduct of your business; when such "bodily injury" arises out of a "health care incident." 3. Paragraphs 2.a. (1)(a), (b) and (c) of SECTION II — WHO IS AN INSURED do not apply to "bodily injury" for which insurance is provided this Provision 13. 4. Paragraph 2.a.(1)(d) of SECTION II — WHO IS AN INSURED is deleted. G. With respect to the Provision 13., the Paragraph 4.b.(1) COMMERCIAL CONDITIONS: insurance provided by this following is added to of SECTION IV — GENERAL LIABILITY To the extent this insurance applies, it is excess over any of the other insurance (including qualified self insurance), whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by you to be excess of this policy. 14. JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES A. The following is added to SECTION II — WHO IS AN INSURED: 4. You are an insured when you had an interest in a joint venture, partnership or limited liability company which terminated or ended prior to or during this policy period, but only to the extent of your interest in such joint venture, partnership or limited liability company. This coverage does not apply: a. Prior to the termination date of any joint venture, partnership or limited liability company; b. If there is other valid and collectible insurance purchased specifically to insure the partnership, joint venture or limited liability company; or c. To a joint venture, partnership or limited liability company which is or was insured under a "consolidated (wrap -up) insurance program." G- 18652 -J (Ed. 07 -12) Page 8 of 12 Copyright, CNA All Rights Reserved. CNA [Please see Item 26.C. of this endorsement for the definition of "consolidated (wrap -up) program. "] B. The last paragraph of SECTION II — WHO IS AN INSURED is deleted and replaced by the following: Except as provided under the Contractors' General Liability Extension Endorsement or by the attachment of another endorsement (if any), no person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. 15. LEGAL LIABILITY /ALIENATED PREMISES/ BORROWED EQUIPMENT A. Under SECTION I — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE, Paragraph 2. Exclusions is amended to delete exclusion j. Damage to Property in its entirety and replace it with the following: [This insurance does not apply to:] j. Damage to Property "Property damage" to: (1) Property you own, rent, or occupy; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraph (2) of this exclusion does not apply if the premises are "your work." Paragraphs (3) and (4) of this exclusion do not apply to "property damage" to tools or equipment loaned to you. A separate limit of insurance applies to such tools or equipment that are damaged while being used in your operations. G- 18652 -J (Ed. 07 -12) Page 9 of 12 G- 18652 -J (Ed. 07 -12) Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises rented to you or temporarily occupied by you with the permission of the owner, or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in SECTION III — LIMITS OF INSURANCE. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products- completed operations hazard." B. Under SECTION I — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE the last paragraph of Paragraph 2. Exclusions is deleted and replaced by the following. Exclusions c. through n. do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner nor to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in SECTION III — LIMITS OF INSURANCE. C. The following paragraph is added to SECTION III — LIMITS OF INSURANCE: Subject to 5. above, $25,000 is the most we will pay under Coverage A for damages arising out of any one "occurrence" because of "property damage" to tools or equipment loaned to you by others that occurs while the equipment is being used to perform operations. D. Paragraph 6. Damage To Premises Rented To You Limit of SECTION III — LIMITS OF INSURANCE is replaced by the following: 6. Subject to Paragraph 5. above, (the Each Occurrence Limit), the Damage To Premises Rented To You Limit is the most we will pay under SECTION — I — COVERAGE A for damages because of "property damage" to any one premises while rented to you or temporarily occupied by you with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days. The Damage To Premises Rented To You Limit is the greater of: a. $500,000; or . Copyright, CNA All Rights Reserved. b. The Damage To Premises Rented To You Limit shown in the Declarations. E. Paragraph 4.b.(1)(a)(ii) of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS is deleted and replaced by the following: (ii) That is property insurance for premises rented to you, for premises temporarily occupied by you with the permission of the owner; or for personal property of others in your care, custody or control; F. This Provision 15. does not apply if Damage To Premises Rented To You Liability under SECTION — I — COVERAGE A is excluded by endorsement. 16. LIBERALIZATION CLAUSE If we adopt a change in our forms or rules which would broaden coverage for contractors under this endorsement without an additional premium charge, your policy will automatically provide the additional coverage as of the date the revision is effective in your state. 17. LIQUOR LIABILITY Under SECTION I — COVERAGE A— BODILY INJURY AND PROPERTY DAMAGE, Paragraph 2. Exclusions is amended to delete exclusion c. Liquor Liability. This provision 17. does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. 18. MEDICAL PAYMENTS A. Paragraph 7. Medical Expense Limit, of SECTION III — LIMITS OF INSURANCE is deleted and replaced by the following: 7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most we will pay under SECTION — I — COVERAGE C for all medical expenses because of "bodily injury , sustained by any one person. The Medical Expense Limit is the greater of: (1) $15,000; or (2) The amount shown in the Declarations for Medical Expense Limit. B. Paragraph 1.a.(3)(b) of SECTION I — COVERAGE C MEDICAL PAYMENTS, is replaced by the following: (b) The expenses are incurred and reported to us within three years of the date of the accident; and G- 18652 -J (Ed. 07 -12) Page 10 of 12 G- 18652 -J (Ed. 07 -12) This paragraph B. does not apply to medical expenses incurred in the state of Missouri. 19. NON -OWNED AIRCRAFT Under SECTION I — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE LIABILITY. Paragraph 2. Exclusions is amended such that exclusion g. Aircraft, Auto or Watercraft does not apply to an aircraft you do not own, provided that: 1. The pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2. The aircraft is rented to you with a trained, paid crew; and 3. The aircraft does not transport persons or cargo for a charge. 20. NON -OWNED WATERCRAFT Under SECTION I — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions is amended to delete subparagraph (2) of exclusion g. Aircraft, Auto or Watercraft and replace it with the following. [This exclusion does not apply to:] (2) A watercraft you do not own that is: (a) Less than 75 feet long; and (b) Not being used to carry persons or property for a charge. 21. PRIMARY AND- NONCONTRIBUTORY TO OTHERINSURANCE With respect to any person or organization that is an additional insured under this Coverage Part, the following is added to Paragraph 4. of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: If you have agreed in writing in a contract or agreement that this insurance is primary and non- contributory relative to an additional insured's own insurance, then this insurance is primary and we will not seek contribution from that other insurance. For the purpose of this Provision 21., the additional insured's own insurance means insurance on which the additional insured is a Named Insured. This Provision 21. does not apply in situations where the endorsement on this policy affording coverage to the additional insured specifies that this insurance is excess over any other insurance available to that additional insured. 22. PROPERTY DAMAGE — ELEVATORS Copyright, CNA All Rights Reserved. CNA A. Under SECTION I — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE, Paragraph 2. Exclusions is amended such that exclusion k. Damage to Your Product, and subparagraph (3), (4) and (6) of exclusion J. Damage to Property do not apply "property damage" that results from the use of elevators. B. With respect only to the coverage provided by this endorsement, Condition 4. Other 26. Insurance in SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS is amended to add the following subparagraph b.(1)(a)(v): 4. Other Insurance b. Excess Insurance (1) This insurance is excess over: (a) Any of the other insurance, whether primary, excess, contingent or on any other basis: (v) That is Property insurance covering property of others damaged from the use of elevators. 23. SUPPLEMENTARY PAYMENTS A. Under Section I — Supplementary Payments — Coverages A and B, Paragraph 1.b., the limit of $250 shown for the cost of bail bonds is replaced by $5,000: B. In Paragraph 1.d., the limit of $250 shown for daily loss of earnings is replaced by $1,000. 24. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If unintentionally you should fail to disclose all existing hazards at the inception date of your policy, we will not deny coverage under this Coverage Part because of such failure. 25. WAIVER OF SUBGROGATION - BLANKET Under SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, The Transfer Of Rights Of Recovery Against Others To Us Condition is amended by the addition of the following: We waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of: 1. Your ongoing operations; or 2. "Your work' included in the "products completed operations hazard." G- 18652 -J (Ed. 07 -1 Page 11 of 12 G- 18652 -J (Ed. 07 -12) However, this waiver applies only when you have agreed in writing to waive such rights of recovery in a contract or agreement, and only if the contract or agreement: 1. Is in effect or becomes effective during the term of this policy; and 2. Was executed prior to loss. WRAP -UP EXTENSION: OWNER CONTROLLED INSURANCE PROGRAM, CONTRACTOR CONTROLLED INSURANCE PROGRAM OR CONSOLIDATED (WRAP -UP) INSURANCE PROGRAMS Note: The following provision does not apply to any public construction project in the state of Oklahoma, nor to any construction project in the state of Alaska, that is not permitted to be insured under a "consolidated (wrap -up) insurance program" by applicable state statute or regulation: If the endorsement EXCLUSION — CONSTRUCTION WRAP -UP or another exclusionary endorsement pertaining to Owner Controlled Insurance Programs (O.C.I.P.) or Contractor Controlled Insurance Programs (C.C.I.P.) is attached to this policy, then the following changes apply: A. The following wording is added to the endorsement: With respect to a 'consolidated (wrap -up) insurance program" project in which you are or were involved, this exclusion does not apply to those sums you become legally obligated to pay as damages because of: 1. 'Bodily injury," 'property damage," or "personal or advertising injury" that occurs during your ongoing operations at the project, or during such operations of anyone acting on your behalf; nor 2. 'Bodily injury" or 'property damage" included within the 'products- completed operations hazard" that arises out of those portions of the project that are not "residential structures." B. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS is amended to add the following subparagraph 4.b.(1)(c) to Condition 4. Other Insurance: [This insurance is excess over:] (c) Any of the other insurance whether primary, excess, contingent or any other basis that is insurance available to you as a result of your being a participant in a 'consolidated (wrap -up) insurance program," but only as Copyright, CNA All Rights Reserved. CNA respects your involvement in that "consolidated (wrap -up) insurance program." C. SECTION V — DEFINITIONS is amended to add the following definition: "Consolidated (wrap -up) insurance program" means a construction, erection or demolition project for which the prime contractor /project manager or owner of the construction project has secured general liability insurance covering some or all of the contractors or subcontractors involved in the project, such as an Owner Controlled Insurance Program (O.C.I.P.) or Contractor Controlled Insurance Program (C.C.I.P.). "Residential structure" means any structure where 30% or more of the square foot area is used or is intended to be used for human All other terms and conditions of the Policy remain unchanged. G- 18652 -J (Ed. 07 -12) residency including but not limited to single or multifamily housing, apartments, condominiums, townhouses, co- operatives or planned unit developments and also includes their common areas and /or appurtenant structures (including pools, hot tubs, detached garages, guest houses or any similar structures). When there is no individual ownership of units, residential structure does not include military housing, college /university housing or dormitories, long term care facilities, hotels, or motels. Residential structure also does not include hospitals or prisons. This provision 26. does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. 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. Material used with permission of ISO Properties, Inc G- 18652 -J (Ed. 07 -12) Page 12 of 12 Copyright, CNA All Rights Reserved. G- 140331 -D CNA Hal Hays Construction, Inc. - Policy 5095056830 - Effective 11/1/2015 (Ed. 01/13) BLANKET ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - WITH PRODUCTS - COMPLETED OPERATIONS COVERAGE It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows: SCHEDULE (OPTIONAL) I Name of Additional Insured Persons Or Organizations (As required by "written contract" per Paragraph A. below.) Locations of Covered Operations (As per the "written contract," provided the location is within the "coverage territory" of this Coverage Part.) A. Section II - Who Is An Insured is amended to include as an additional insured: 1. Any person or organization whom you are required by "written contract" to add as an additional insured on this Coverage Part; and 2. The particular person or organization, if any, scheduled above. B. The insurance provided to the additional insured is limited as follows: The person or organization is an additional insured only with respect to liability for "bodily injury," "property damage," or "personal and advertising injury" caused in whole or in part by: a. Your acts or omissions, or the acts or omissions of those acting on your behalf, in the performance of your ongoing operations specified in the "written contract "; or b. "Your work" that is specified in the "written contract" but only for "bodily injury" or "property damage" included in the "products- completed operations hazard," and only if: (1) The "written contract" requires you to provide the additional insured such coverage; and (2) This Coverage Part provides such coverage. 2. If the "written contract" specifically requires you to provide additional insurance coverage via the 10/01 edition of CG2010 (aka CG 20 10 10 01), or via the 10101 edition of CG2037 (aka CG 20 37 10 01), or via the 11/85 edition of CG2010 (aka CG 20 10 11 85), then in paragraph B.I. above, the words 'caused in whole or in part by' are replaced by the words 'arising out of. 3. We will not provide the additional insured any broader coverage or any higher limit of insurance than a. The maximum permitted by law; b. That required by the "written contract'; c. That described in B.1, above; or d. That afforded to you under this policy, whichever is less. 4. Notwithstanding anything to the contrary in Condition 4. Other Insurance (Section IV), this insurance is excess of all other insurance availabl to the additional insured whether on a primary, excess, contingent or Page 1 of 2 (Ed. 01/13) Copyright, CNA All Rights Reserved. CNA G- 140331 -D (Ed. 01/13) any other basis. But if required by the "written contract" to be primary and non - contributory, this insurance will be primary and non - contributory relative to insurance on which the additional insured is a Named Insured. 5. The insurance provided 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, field 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. C. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: 1. The Duties In The Event of Occurrence, Offense, Claim or Suit condition is amended to add the following additional conditions applicable to the additional insured: An additional insured under this endorsement will as soon as practicable: (1) Give us written notice of an "occurrence" or an offense which may result in a claim or "suit" under this insurance, and of any claim or "suit" that does result; (2) Except as provided in Paragraph B.4. of this endorsement, agree to make available any other insurance the additional insured has for a loss we cover under this Coverage Part; (3) Send us copies of all legal papers received, and otherwise cooperate with us in the investigation, defense, or settlement of the claim or "suit "; and (4) Tender the defense and indemnity of any claim or "suit" to any other insurer or self insurer whose policy or program applies to a loss we cover under this Coverage Part. But if the "written contract" requires this insurance to be primary and non - contributory, this provision (4) does not apply to insurance on which the additional insured is a Named Insured. We have no duty to defend or indemnify an additional insured under this endorsement until we receive from the additional insured written notice of a claim or "suit." D. Only for the purpose of the insurance provided by this endorsement, SECTION V— DEFINITIONS is amended to add the following definition: "Written contract" means a written contract or written agreement that requires you to make a person or organization an additional insured on this Coverage Part, provided the contract or agreement: 1. Is currently in effect or becomes effective during the term of this policy; and 2. Was executed prior to: a. The "bodily injury" or "property damage'; or b. The offense that caused the "personal and advertising injury," for which the additional insured seeks coverage under this Coverage Part. All other terms and conditions of the Policy remain unchanged. Material used with permission of ISO Properties, Inc. G- 140331 -D (Ed. 01113) Page 2 of 2 Copyright, CNA All Rights Reserved.